Time of Perils: Extended Edition
by sun tzu1
Summary: After two decades of absence, the Care Bear Family returns, only to discover that the threats they must face have escalated. With new foes, new friends, new challenges, can they protect the world during the Time of Perils, and survive? In progress.
1. Prologue: Return of the Care Bears

_Legal stuff: I don't own the Care Bears or any associated stuff._

_Some of the characters and ideas in this story were inspired by the works of other people; I try to give credit where it is due._

_I wrote the original "Time of Perils" series some time ago; after I did, I got several new ideas, leading to this "extended edition". I hope you folks like it!_

**TIME OF PERILS**

** PROLOGUE: RETURN OF THE CARE BEARS**

"Um, hi. Are you Paul?"

A geeky-looking college student looked away from his computer and saw who had just addressed him: The guy had red hair, blue eyes, and looked like he was in his mid-twenties. Odd red jumpsuit, though.

"Yup, that would be me."

"Good, because…"

"Let me guess – you've been having trouble with your college computer account, and somebody told you to "ask Paul in the server room"."

"Uh, yeah."

"No prob, I'll fix it – I've noticed some of our systems are a bit buggy. What's your name?"

"David Hall."

"Paul Edison, king of the server room, pleased to meet you. Here's your account…Wait a sec. You're a freshman? You look older than me."

"I am, but it's my first year here. After finishing high school, I wasn't really sure what I wanted to do – I spent a few years doing small jobs before deciding I should study more."

"I see. It's my first year too, you know."

"Oh? But…If it's your first year, how come you already work in the server room?"

Paul smiled smugly. "I've been doing a summer course here, and I was good enough that they suggested I work here as soon as I started studying."

"So you're the official techno-whiz, I see."

"Hey, to each his skills. Mine's technology. You?"

David looked a bit uneasy.

"Oh, I'm sorry. You don't have to answer that if you don't want to."

"That's not it – it's just that I'm not sure _what_ I'm good for."

"Don't worry, if I may suggest. I've had friends with that problem. You'll find something."

"It's not that simple…I'm trying to be _useful_ to people" David surprised himself a bit by how open he was being with Paul. There was something…warm in his attitude, that made one feel like he was already a friend. David kept explaining: "I…Let's say there are things I'd like to make up for."

"Hoo boy. I know the feeling."

"What, you've had the same problem?"

"Close." Paul turned away from his computer and explained: "You see, I used to be an outcast as a kid – you know, the nerd every bully picks on. And one day, I decided to get revenge. But what I did caused a disaster – much worse than what the bullies had ever done to me."

"Ouch. Guilt, huh? I know _that_ feeling."

"Yeah. Luckily, we got our happy ending when some friends helped me repair the damage before it was too late. It sure was a relief – heck, even those kids who used to bully me were nicer to me after that. One of them is still my best friend."

"That's pretty close to what happened to me – although I'm not sure we were helped by the same people." He smiled coyly.

"Heh. Probably not – in my case, it was the _Care Bears_."

David's eyes widened. "The – **Care Bears**! They're the ones who helped me!"

"You're kidding!" Paul gave a surprised smile. "Maybe we should swap our stories, Dave."

And so, later that day, each one told his story over lunch. Paul said how he had been tricked by none other than Professor Cold Heart, the world's most dangerous mad scientist, into helping him build a Freeze Machine; how the professor then used the machine to freeze the bullies (along with the rest of the town); how the Care Bears (who had previously tried to convince Paul not to try to get revenge) and Paul had worked together, and unfrozen the victims. And how the bullies, realizing how their regular victim had just saved their lives, eventually became his friends, and how one of them, Lumpy, was now studying at that same college.

Then David told _his_ story. How he had used to be an evil shape-shifter called Dark Heart, dedicated to spreading evil through the world. How, with that nefarious objective in mind, he had hunted down the Care Bear Family, the only beings that could stop him. How he had tricked the young Christy into helping him. How he accidentally hurt her. How he had realized he truly cared for her, and how he only saved her with the Care Bears' help. How his selfless act had caused him to lose his magical powers (which were inherently linked to evil), transforming him into a human boy. How he had made friends with Christy and the twins, John and Dawn.

"Wow, David. That's quite a story – I could never have guessed you weren't human originally."

"That's actually rather good to hear. You know, I really owe those fuzzies everything – I wish I had a way to thank them, but I haven't seen them since."

"Neither have I. As a matter of fact…You know, that's actually a mystery most people don't mention: The Care Bear Family hasn't shown up anywhere since some point in the late 80s. Oddly enough, neither have their major foes. I've done a little bit of research on the web about that, and I've heard many stories from people who were helped by the care Bears, but all of them are from many years ago. I haven't heard about any recent Care Bear sighting."

"That's odd – I can't imagine them not coming down to Earth regularly for their caring missions." David suddenly looked worried. "You – you don't think something's _happened_ to them, do you?"

Paul looked worried too. "I really don't know. I'll try to do some more serious research – meet me back in the server room tomorrow at noon."

"Will do."

The next day, two students entered the server room – one was David, the other a female student who quickly identified herself as Christy. Already in the server room were Paul, and a large (it wasn't clear how much was fat and how much was muscle) guy nicknamed 'Lumpy', Paul's friend. After introductions were over, Paul told them the results of his research:

"Here's a list of all the caring missions I managed to pinpoint. I'm probably missing most of them, but never mind that – look at the dates: Until this point, the missions are more or less regular – never a week without a few. Then, suddenly, nothing. It looks like the Care Bears haven't shown up even once after this date – and I can't find a particular reason."

"That's – that sounds really bad", said Christy. "I'm sure they wouldn't stop coming if they had a choice! Something must have happened! We must discover what!"

"Agreed", added David. "We all owe them Big Time.

"Yeah", said Lumpy, "but what can we do? Paul, do you have any idea?"

"I don't know, Lumpy – even with all the stuff I've found on the web, we only have limited knowledge about the Care Bear Family."

"I've known them for longer than you" said David. "You know about their kingdom in the clouds - Care-A-Lot? I can give you its approximate position, but how do we even get there?"

"Well," replied Paul, "I might have something for that…I've been attending this inventors' club, and one of the people I know there will probably agree to lend us exactly what we need."

"Great! I'll ask for John and Dawn's help – I'm sure they'd want to make sure the Care Bear Family is okay."

And so, after a week of preparation, six young fellows finally embarked on a hot air balloon.

"Are you sure you can make it work, Paul?"

"Well, that guy from the club spent several days teaching me how to do it…And the winds are just right to take us to Care-a-Lot. So it should work."

Soon enough, the unusual vehicle transported the six through several miles, and brought them to the clouds – well, maybe it wasn't just clouds, seeing how they could support their weight. But they were still clouds, after a fashion.

"Wow! I can't believe it – we made it to the Kingdom of Caring!"

"I've never thought clouds could be so pretty! But where's everything and everyone?"

"I think the Kingdom of Caring is a fairly big place. We'll have to keep looking if we want to find Care-a-Lot and the Forest of Feelings."

Soon enough, they reached Care-a-Lot. It was beautiful – but something about it was weird.

"Everything is completely still! Not a movement whatsoever!"

"Hmm. See this half-finished sandwich? Looks like an emergency interrupted them, and they had to run somewhere. But this sandwich looks fine – if it has been here for several years, it should be decomposed by now…"

The group quickly searched through Care-a-Lot, but to no avail – it looked like the place had been abandoned suddenly. Finally, while searching the very borders of Care-a-Lot, they found what they had been looking for: The entire Care Bears family…but also several other strange characters; they looked like they were in the middle of a battle – except that none of them was moving by half an inch. In addition, the people there had faces the world had been trying to forget for years: Professor Cold Heart, the machiavellian mad scientist. Frostbite and Auntie Freeze, his helpers. No Heart, the nefarious sorcerer who had been terrorizing the world for much of the 20th century. Beastly, the strange creature that served him. Shrieky, his niece.

"Hoo-kay. What the hey is this mess!"

"I think I can answer that" replied David. "See this huge gem No Heart is standing in front of? I still have some basic knowledge of magic, and I know this is a time gem. They're used for some extremely difficult spells that deal with time itself – like, for example, a spell to freeze everything in range."

"So that's what happened! That explains it – they've been frozen in time all those years! But why would No Heart…I mean, not much sense in freezing _himself_ in time, too, is there?"

"We must set them free!"

"Yeah, but how?" asked Lumpy. "Would breaking the gem work?"

"Well, yeah" said David. "But these things are incredibly hard. I don't think dynamite would dent it."

"Well, _something_ dented it" replied Dawn. "See? There's a crack here."

"That's strange" admitted David. "But I still don't see how we could destroy the gem…"

"I think I know how to" answered Paul. "If we can make it vibrate at the right frequency, it'll shatter. There should be enough equipment in the balloon to make an oscillator, but I'll need your help…"

It took several hours of tinkering, but finally, the machine spun into action, and in a matter of minutes, the huge gem shattered into a zillion pieces. As it did, all the time-frozen beings – and all of Care-a-Lot – suddenly sprung to life. But as they did, magical energies from the gem's shards flowed through them, giving them some sort of shock. They looked like they barely had the strength to stand on their feet.

"No Heart! This isn't the way it was supposed to happen!" yelled a furious Cold Heart.

"I'm well aware of that! Something went wrong with the spell – it was supposed to affect all in range that was good, but it affected _everything_ in range instead!"

"Enough of this", interrupted David, trying to rely on his memories as Dark Heart to look intimidating. "You people are in such a poor shape, you're barely able to stand. Leave immediately, or it will get messy."

The villains glared at him, but they knew he was right – they were too tired to fight. They slowly retreated to a black cloud and some flying platform, which took them away form the Kingdom of Caring.

The Care Bears and Care Bears cousins, also very tired, looked toward their rescuers.

"Thank you…Whoever you are" said Tender Heart. "You look familiar…

"It's me, Paul! You know, the Freeze Machine?"

"We're John and Dawn, from that summer camp! We helped look after you when you were cubs!"

"I'm Lumpy! You know, one of the kids Professor Cold Heart froze!"

"I'm Christy! I was at that summer camp too!"

"I'm, uh…when we last met, my name was Dark Heart, but it's changed since…"

The bears and cousins looked at them in astonishment. "How long have we been frozen!"

"Well…You might want to sit down for this", said Paul.

After hearing their rescuers' story, the members of the Care Bears family (who were feeling much better now) told them their own:

"It had started as a normal day. Then we saw on the star-o-scope that Cold Heart and the rest were coming. We were surprised to see Cold Heart working together with No Heart – but we were ready to fight them.

Professor Cold Heart started using his Freeze Machine against us. We countered him, but it turned out he was just distracting us while No Heart was casting some kind of spell with that huge gem. Some of us disengaged from the fight with Cold Heart, and attempted to stop the spell. We were going to use our stare, when Shrieky did one of her high-pitched screams. We tried to cover our ears – and that gave No Heart enough time to activate the gem. We felt how we were being slowed down – the world around us seemed to be going faster, day and night followed each other in the blink of an eye, and next thing, you were there!"

"Of course! Now I get it!" exclaimed Paul. "Shrieky's scream must have caused the crack in the gem, which was the reason the spell backfired and affected the villains too!"

"Oh. That explains it. By the way, we didn't get to ask you yet – how have things been while we were frozen? For you, and for the world as a whole?"

"We're all in college now. Personally, I'm fine. I have friends, and I'm still interested in science and technology."

"I'm fine," said Lumpy. "I never got back to being a jerk, anyway – and I've remembered that I _can_ be friends with people who are different from me."

"I'm okay," added Dawn. "Not half as many self-esteem problems."

"I concur," agreed John.

"I'm fine," said David. "Still adapting to being human, but I don't regret it a bit."

"No problem here," finished Christy. "But as for the world…Let's just say you have your work cut for you."

"Oh, we will take care of it", replied Noble Heart. "Let it be known – the Care Bear family is back in town!"

**Next: Chess Menace!**


	2. Season 1: Chess Menace

**SEASON 1 : CHESS MENACE**

Jimmy looked at the ground, sad. His mother had suggested that he go play with his friends, but, after the way he had chickened out at the lake, he didn't dare face them. So he was spending his afternoon alone in the garden.

"If you're sad being alone, you could go find your friends, or make new ones" said a voice beside him. Startled, he turned, only to see the oddest sight of his young life: What appeared to be a miniature, smiling bear with a white tummy and a cartoon heart on it.

"Who – who are _you_?"

"My name is Tender Heart. I'm a Care Bear. We help people. And you looked lonely. Don't you have friends?"

"I…I do, but…I can't see them."

"Why not?"

"Yesterday, we all went to the lake, and there was this place you could jump into the water from pretty high. Everybody jumped, but, when I got there…I was too scared. Now they all know I'm a coward."

"Don't say that. There's nothing wrong with what you did, and I'm sure they won't stop being your friends over something so small."

"But I'm still a coward."

"I'm sure that's not true."

"Yes it is! I'm scared of plenty of stuff!"

"Everybody's scared of plenty of things. Even brave people and heroes. Like my friend Brave Heart would tell you, courage means doing what you have to even when you're scared. Actually _being_ scared is perfectly normal."

Tender Heart kept talking with Jimmy, and actually managed to help, but his caring mission was interrupted when Jimmy's mother came into the garden:

"Jimmy, do you know where the…" she began asking something, when she noticed the tiny bear, and froze.

"Oh, mom, this is Tender Heart. Tender Heart, this is my mom. Mom? Are you okay?"

The woman recomposed herself, then said: "Are you – a Care Bear?"

"Yes, I am."

"Wow…I still remember hearing about you when I was younger. I've never met you myself, but I had heard stories…Didn't you save the world several times?"

"I guess we did," said Tender Heart, blushing.

"But – I haven't heard anything about you for _years_."

"We…Weren't around."

" 'Weren't around' "?

"It's complicated…We had some big fight with villains, and ended up frozen in time. We only got unstuck recently."

"Oh, I see." She suddenly looked worried. "Wait…Does that mean that the…villains…are back too?"

"I'm afraid so" admitted Tender Heart.

A good distance above ground-level was the castle of the infamous No Heart. Like Care-A-Lot, it floated on some form of pseudo-clouds…Except that these were dark, electrically-charged clouds, which only helped contribute to the sinister atmosphere of the castle.

People didn't like to talk about No Heart much, but he was nevertheless well-known: A terribly powerful wielder of magic, the green-skinned, purple-cowl-wearing blackguard had appeared at various spots at various times of the 20th century, always frightening all with his terrible power and unexplained hate for all life. He had kept getting more dangerous, until he became a true global threat in the 1980s; thankfully, the heroic Care Bear Family had always managed to foil his attempts at eliminating love and caring world-wide.

Right now, No Heart was thinking in his throne room. Beside him was his young niece, Shrieky. Beastly, panting from exhaustion, came into the room.

"I'm…done, No Heart. I've _finally_ finished cleaning up the castle! I didn't even know a place _could_ gather so much dust with the years!"

"To think we've lost so much time!" grumped Shrieky. "It's all that stupid Cold Heart's fault! Why did you make an alliance with him in the first place, uncle No Heart?"

The sorcerer said nothing at first, then replied: "I've been trying to eliminate the Care Bears for years. Nothing has worked. No matter what I do, those wretched do-gooders always end up winning! There _must_ be a way to defeat them…But I've tried everything I could think of, everything I could do. So has that insufferable human scholar.

If _I_ cannot destroy them, perhaps someone else can! There are many villains in the world, and only a few have fought against the Care Bears family. Myself, Cold Heart, Dr. Fright, Sour Sam…We have all failed. But surely at least _one_ villain would know what to do! I'll hire the help of someone who will be able to crush them once and for all!"

"So we're going to rally evil-doers from all over the world?" asked Shrieky.

"We shall pass a message among villains that I am hiring help to defeat the Care Bear family. At least one of those who'll answer will be fit for the job!"

And so, a few hours later, No Heart had cast a spell. Dozens of shadows – No Heart's eerie servants – left the castle, on a quest assigned to them by their hateful master.

"Those shadows will scour the world, looking for villains, and relaying my message" said No Heart. "We'll wait here for potential allies to show up."

"Those things will find every bad guy in the world?" asked Beastly, impressed.

"Only those that interest me. They won't bother with those the Care Bears have already defeated…And there's one villain I will call without using any shadow."

"You mean…" said Shrieky.

"Yes. Him."

With that said, he went to a mirror. The reflection was troubled, and then replaced by the image of a very handsome, well-dressed man, in what appeared to be a luxurious office. He smiled at No Heart.

"Ah, brother. I see you've finally decided to call."

"I have no time to waste on pleasantries, Control" said No Heart, annoyed.

"Why not? You've wasted nearly two decades" mocked his brother. "Oh, and hello to you, daughter."

"Hello, father," said Shrieky, unsure of what to say.

"Enough!" said No Heart. "Why didn't you do anything while we were frozen in time!"

"Why should I have? The end result is the same. What have those years changed? But if you'll excuse me…Shrieky, this is a conversation between me and your uncle."

"Yes, father" said the girl, leaving.

"Now, No Heart," explained Control, "I'm surprised that you'd expect me to help you. After all, neither you nor I have retained the ability to care about our fellow man. I mean nothing to you, and believe me, I return the sentiment. We may be occasional allies, but we're by no means friends. As a matter of fact, the time-freeze was convenient for me – chaotic destroyers such as you and Professor Cold Heart are such troublemakers for people like me, who aim at controlling the world rather than devastating it."

"What about Shrieky? You sent her here to learn magic. If she's useful to you, why didn't you retrieve her?"

"She'll make a good henchwoman one day, but there's hardly a rush. I can wait. And like I said, your time-freeze was convenient. Have you got any idea how much progress I've made, brother? My power is immeasurable!"

"Your power is pathetic" scoffed No Heart. "I have no more to say to you."

At no point had No Heart noticed the tiny listening device hidden near one of the windows. Unbeknownst to him, the device had transferred some of his words to a remote location. At that location, someone was formulating schemes:

"Fascinating. Recruiting among villains, No Heart? This gives me a brilliant idea…I thought your return was a hindrance for my plans, but I might be able to kill several birds with one stone…Of course, I'll need to take care of your shadows on my way, but that should hardly be a problem. Soon enough…I'll initiate the _countdown to checkmate_!"

In a secure location, two men were talking:

"Did the information check out?"

"That it did, John – that's one less threat to national security for us to worry about. As usual, you did a fantastic job."

"Thank you, sir."

"Not irreproachable, though."

"Was there a problem?"

"As a matter of fact…Could you _take less risks_?"

"I only took those I considered necessary, sir."

"John, you jumped out of a plane with no parachute, had a shootout with multiple opponents on top of a moving train, and fought off a shark bare-handed."

"And you'll notice that I did each of these with a clear idea of how to survive. I only did what it took to achieve the objectives" John smiled. He then went on:

"Tell me – is there any urgent assignment that requires my attention?"

"Nothing special…Why?"

"Because there's a specific case I want to deal with."

"That could be arranged. Which case?"

John waited a moment, then said: "I want to go after the criminal mastermind codenamed Checkmate Warren."

His superior looked taken aback.

"That's…Not exactly the kind of assignments we're supposed to deal with, John."

"Why not? We're the NSA, sir – the acronym stands for National Security Agency. Checkmate Warren is quite definitely a threat to this security."

"John, our job is handle enemy spies, rival secret agencies, terrorists, and, occasionally, weapon and drug dealers. Not super-villains. You don't see us sending agents after No Heart, are you?"

"No, sir, and I believe that's a mistake. But focusing on the task at hand…Sir, I've risked my life many times in this job. I've done a lot for this country. And I'm glad I did. I'm not asking for huge rewards – doing my duty is all the reward I need. The only thing I ask for is that you let me go after this particular threat."

"Sigh…Fine. I'll let you go after this bozo, but I retain the right to call you for other, more urgent assignments if you're required. Tell me…Do you think this guy will give you trouble?"

"I've never met Checkmate Warren himself, but I've tangentially come across some of his plans. He's ruthless, devious, competent, and fantastically intelligent – but I believe I can stop him. I am, after all, Bolt – John Bolt. World's greatest superspy" he said, with a grin."

"Can't deny that," replied his superior.


	3. Chapter 1: Enters the Mastermind

**CHAPTER 1 : ENTERS THE MASTERMIND**

Some weeks had passed since the return of the Care Bears, and the family, still coping with the event, had more-or-less managed to get back into routine.

"Hi, Grumpy! Hi, Cheer! How did the caring mission go?"

"It was a success!" Cheer replied in her usual good mood. "We convinced those kids that if they just kept trying to get even instead of forgiving each other, they'd only hurt each other more and more. Now they're friends again!"

"It was so-so." Grumpy replied in his usual bad mood. "The situation on Earth has gone from bad to worse, and after all those years, most children haven't even heard about us! It's become much harder to convince them!"

"That's to be expected" replied Tender Heart. "But if we keep trying, I'm sure we can make the world better. After all, when we started those caring missions, people knew even less about us – at least now, the adults know who we are."

Just as he finished, an unusual noise was heard. It was approaching quickly, and sounded like it was coming from below. Several Care Bears approached – and then saw, to their immense surprise, a big black helicopter emerge from the clouds! It was obviously from Earth, and, after some uneasy manoeuvring, finally landed on Care-A-Lot.

A man came out of the helicopter. He looked like he was in his early thirties. Slightly tall and skinny, dressed for the office, black hair, glasses, and an expression that meant business. He turned to the Care Bears, and spoke up:

"I assume this is Care-A-Lot, correct?"

"Um, yeah" replied Tender Heart. "Welcome to the Kingdom of Caring, whoever you are."

"I am called Checkmate Warren. Here's my card." He handed Tender Heart a fancy plastic card. The bear looked at it, and read the large print out loud: "Checkmate Warren, Evil Mastermind." He then looked at the newcomer, and asked: "_Evil mastermind_?"

"That's correct. I assume that, due to your long absence, you haven't heard of me. To put you up to date…I pride myself on immense skills both in the technological and strategic domains. Mad scientist or cunning plotter, when there's need for an evil genius, I am the best possible choice!

Anyway, I'm sorry to have burst in on your home, but I wanted to make sure before I went any further: Is No Heart's castle in this direction?"

"Uh, that's right" replied Tender Heart, not sure what to do. "But why do you ask?"

"Simply because I'm answering a call he made. He's trying to hire help in order to defeat the Care Bear Family once and for all, and I intend to get this job."

For a while, the Care Bears just stared at him, confused. Finally, Grumpy asked: "If you want to fight us, why are you telling us all this?"

"Two reasons: One, I appreciate challenges, and it would be hardly sporting if I had the advantage of surprise in addition to all my other advantages. Two, it will ensure that No Heart cannot hire anyone other than me for this job – without the advantage of surprise, all the other villains are doomed to fail. I'm not.

Anyway, I've abused enough of your time. Thank you for the directions. See you soon." With that, he got back into his helicopter, and flew away.

"That was odd. We'd better warn everyone!"

"No Heart, I presume? You've built quite a reputation in the black magic department."

"I suppose you answered my call concerning the Care Bear Family."

"That's correct. For the right price, I'll capture all the fuzzy denizens of the Kingdom of Caring."

" 'The right price'? I'm not even sure I'll hire _you_ yet. I'm expecting other people to answer this call."

"Don't hold your breath. Think about it: How would any of your plans have fared if the Care Bear Family had known in advance you were planning something? Their odds of success would have been much smaller."

"What does that have to do with anything?"

"Well, what's true for you will also be true for any other villain who might ask for this job – and, you see, I've already warned the Care Bears."

"**What!"**

"Competition for a job becomes not of me. Unlike any of the fools you might have otherwise hired, _I _am_ used_ to out-witting enemies who are expecting me. I've done it many times in the past.

Besides, there's another thing: I've spent most of this week making sure your message didn't reach anyone other than me."

No Heart, thrown out of balance, looked at Checkmate Warren for a moment. Then he replied: "I see you truly _are_ evil, cunning and devious. Perhaps you _are_ the man for the job. Depending on your price…"

"Oh, I don't work that way. _First_ I'll capture the Care Bears, _then_ we'll talk price. I have my ways."

"As you wish. But how do you intend to capture them?"

"Simple: Here's one of my cards."

" 'Checkmate Warren, Evil Mastermind'. So?"

"Well, if you examined the card with a microscope, you'd notice it's filled with an array of sensors – I'm pretty proud of it, by the way. It wasn't easy to make sensors small enough to fit into a plastic card. But I doubt you're interested in the science of it. Anyway, these sensors can perceive everybody around them – and, guess what? When I warned the Care Bears, I gave them my card! It is now possible for me to observe them, without them even knowing it! This will allow me to strike at the right place, at the right time! However…My plan is somewhat complex, and will require for some heavy machinery to be installed in your castle. It's all in the helicopter's cargo bay, and I've brought the plans explaining the required positioning. Can you and your assistants take care of it while I take care of the do-gooders?"

In Grams' house, the two cubs were a bit worried.

"Grams, why is everybody busy at the Headquarters?"

"It's because of the man who came with the helicopter earlier, dear. He said he'd come back to fight us, so they're planning a defence. Don't worry, I'm sure they'll figure out a way to protect the family."

Just as Grams said that, a smoking object flew through the house's window. Grams, Hugs and Tugs barely had the time to be surprised before the gases coming from it made them fall asleep. In a minute, the gases cleared, and Checkmate Warren stepped inside. He picked up Hugs and Tugs, and went inside the Hall of Hearts, where he activated the Rainbow Rescue Beam.

"I have to act fast. I know exactly how long the gas will keep Grams asleep, and as soon as she wakes up, she'll warn the others. With the Rainbow Rescue Beam, it'll take me little to no time to drop these cubs in that house in the desert – which will leave me with barely enough time to do all the rest of the work…"

A few hours later, in the HQ, True Heart was again trying to assess the situation:

"So, we know he's been keeping a low profile for a long time, and we're not sure what he really wants – but we know he's extremely clever."

"Positive", said Bright Heart. "He hasn't left much clues from his earlier works, but he's clearly a brilliant inventor and a genius strategist. He's masterminded a few truly impressive crimes, getting more and more active in recent years…He seems very ambitious; it doesn't look like he's just in it for money or something like that. This is a man who thinks big…And he never fails."

"So at no point must anyone be alone. If he attacks one of us, everyone else must know quickly…"

The founder was cut off when Grams rushed inside, with more concern in her eyes than anyone had ever seen before.

"Grams? Are you okay?"

"No! Hugs and Tugs have been kidnapped!"

Grams quickly explained what she remembered to the rest of the family.

"He's _already_ attacking us!" exclaimed Noble Heart. "He's more dangerous than we thought! We must not lose time – let's find them!"

"If he works for No Heart, then maybe that's where they are" commented Tender Heart. "That's where we should go."

"You're right. To the cloud cars!"

In record time, all the Care Bears and Care Bear Cousins were in their cloud cars. But just as they prepared to go, cuffs suddenly sprung from the cars and locked them to their seats.

"Hey!" yelled Swift Heart. "That's not supposed to happen!"

"Yes it is!" exclaimed Checkmate Warren, as he came out of hiding. "I had to work quickly to booby-trap all the cars, but when I build something, it _always_ does what it's supposed to do!"

"You!" yelled Brave Heart. "You may have tricked us, but we'll free ourselves, and we will fight you if we have to!"

"I seriously doubt it. Even if you could free yourselves – and I'm by no means certain of that – you'd still have a minuscule problem. You see, I have trapped the cubs in a house I own – nobody ever goes there. It's locked, so they can't get out. And there's no food. So unless I decide to free them, they'll eventually starve. In other words, you have no choice but to cooperate. Can you say 'checkmate'?"

The bears and cousins looked at each other uneasily – he was right, they realized. They were truly helpless this time. And as Warren proceeded with his plan, they also had to endure his singing on the tune of "Another One Bites the Dust":

"_All my life's aimed to succeed, at whatever the cost_

_My best weapons are my sharp wits, strategy ready to go_

_Are you ready, hey, are you ready for this, are you hanging on the edge of your seat_

_Outta my brain ideas ripple, to the sound of the beat_

_Ta-da-da, da, da, another bear bites the dust._

_Ta-da-da, da, da, another bear bites the dust._

_And another bear down, and another bear down_

_Another bear bites the dust_

_Hey, gonna get you too, another bear bites the dust!"_

"Amazing!" conceded No Heart. "In just a few hours, you've successfully trapped the entire family! You truly were the man for the job!"

With the exception of the cubs, every member of the Care Bears family was tied to a wall in No Heart's castle. Metallic cuffs attached their limbs to the wall, while metallic plates covered their tummy symbols, preventing them from using their Stare. Some had taken the time to notice all the machinery that had been installed in the castle – definitely not No Heart's usual style.

Standing next to her uncle, Shrieky looked like a cat who had just succeeded at catching the canary, and was going to eat it. "Finally! This time, you fuzzy-wuzzies are going to pay, and there's **nothing** you can do!" Beastly looked pretty much the same, but was more discreet.

"The cubs. They're not here" noted No Heart.

"I've trapped them somewhere else, and the bears and cousins don't know where. That's one more reason they're not trying to get free."

"Perfect! Then I shall now eliminate those wretched do-gooders once and for all!"

"Not so fast, wizard. Aren't you forgetting something?"

"What do you mean?"

"**My price**. I captured the family, and intend to get paid."

"You never said what you wanted. What kind of payment are you interested in?"

"Simple. Everything."

"Everything?"

"Yes. Everything you have. The equipment, the library, and, most important, the flying castle."

"You're out of your mind!"

"Far from it. I just plan many steps in advance, that's all." With that, he turned toward the Care Bear Family: "Okay, listen up: If you use your Stare to knock him and his niece out of here, I'll free you."

"**What!**" yelled No Heart and Shrieky. But before they could fully assess the situation, Checkmate Warren had pulled a lever, which caused the metallic plates to come off from the tummy symbols.

"Well, don't just wait there!" urged Warren. "3-2-1, Stare!"

"Um…Stare!" agreed Noble Heart and True Heart.

Before No Heart or Shrieky could do anything, the Stares of the Care Bears and Care Bear Cousins hit them, pushing them out of the castle.

"Boss!" yelled Beastly, looking down into the void.

"I'm your new boss, kid. Get used to it" replied Warren. "Considering the power of No Heart's amulet, I'll bet they survive…But I now have this castle!"

"He's coming back already!" protested Beastly. And indeed, No Heart, having taken the shape of a giant bird, had caught Shrieky and was flying back upward.

"Too bad for him. I've taken some measures," Warren grinned, as he activated some of his machines. No Heart got yet another bad surprise when they turned out to be a defence systems, which began firing at him. Weakened as he was by the Stare, he realized he was not in shape for a fight, and retreated.

"So simple to drive away that sorcerer," scoffed Warren. "He'll be back…And he'll be driven off again. So understand, Beastly…From now on, _I_ rule this castle."

"What about us? You promised to free us!" pleaded Proud Heart.

"A deal's a deal" replied Warren, pulling another lever, freeing the family from their cuffs. "However, this still leaves the matter of the cubs…"

"Tell us where they are!" demanded Noble Heart. "They're just that – cubs!"

"Oh, I will free them…But for a price."

"A price? How can you demand a price for something like this!" exclaimed True Heart.

"I always get what I want. Now, my price is simple: Sometime in the future, I'll launch a very specific plan. I want your word that, when I ask you not to interfere, you won't try to stop me. If you accept, I'll tell you where the cubs are. I'll even give you the keys."

Noble Heart and True Heart only hesitated for a short moment, exchanged nervous gazes with the rest of the family, then turned to Warren.

"We promise."

"I'd like to hear _all of you_ promise it."

Soon enough, all the Care Bears and Care Bear Cousins had made the promise – he was anal-retentive enough to have them promise not to let Hugs and Tugs interfere either. After that, he gave them the coordinates of the house, as well as the keys. They quickly left with their cloud cars to pick up the cubs.

"Why did you let them go, boss?" asked Beastly.

"They're not my enemies. As long as they don't stop my plans, I have no reason to hurt them – as a matter of fact, I believe they'll be quite useful."

"But – what _are_ your plans?"

"Oh, nothing big. Just **world domination! Muahahahahaha!"**

Beastly felt shivers up his spine. No Heart had always been scary, but this laughter…Somehow, it terrified him even more.

"B-boss, c-c-could you n-not laugh like t-this again? I almost died of fright!"

"Heh. I've been practicing the sinister laughter for a while now – you need the right intonation, the right timing…It's too bad I can't put it in the e-mails I send. It doesn't come out very well in writing…"

Beastly thought for a moment, then asked: "Were you planning to betray No Heart from the beginning?"

"Of course. As a matter of fact, I've been intending to make this castle my new base of operations for months. I had listening devices hidden around here to warn me if someone else did. Imagine my surprise when, out of the blue, No Heart came back, just like his foes. I thought at first that this would be an obstacle, but this plan that I've come up with has paid off in many ways: I have obtained No Heart's castle, insured the non-interference of the Care Bear Family in my master plan's most critical phase, planted a spy device in Care-A-Lot, obtained a few…other things…And of course, thoroughly enjoyed myself."

Soon enough, the cubs were rescued. Grams told them the entire story on the way back to the Kingdom of Caring. When the cloud cars finally reached it, Wish stated what everybody was thinking:

"I'm confused. Did we win, or did we lose? Is Checkmate Warren a friend, or an enemy?"

"I really don't know, Wish" replied Tender Heart. "Obviously No Heart lost and Checkmate Warren won, but I don't know about _us_."

"He defeated us with frightening ease, then used us to defeat No Heart" said Bright Heart. "If he decided to eliminate us, I don't think there's much we could do. Luckily, he doesn't seem interested in that."

"Yeah, but he mad us promise not to do anything about his plan!" interrupted Loyal Heart. "He's an evil mastermind, remember? I think we will regret not being able to interfere soon enough!"

"Loyal Heart is right" added Grumpy. "If he wanted to make sure we wouldn't do anything about it, that means we would have _wanted_ to do something about it otherwise! He could be doing all the nasty things No Heart or Cold Heart have been doing – or worse – and we've promised not to stop him!"

"That's true", said Tender Heart. "But we didn't have any choice."

"Maybe things won't turn out too bad", said Cheer. "Maybe he isn't as evil as them…I mean, if he was, he wouldn't have let us go."

"You all have good points", concluded True Heart. "We'll have to watch him closely."

Meanwhile, in what had used to be No Heart's castle…

"Gee, boss! I'm not used to all those machines!"

"No Heart's tool of choice was magic. I'm more of a technology expert. With a flying fortress as a base of operation, I'll now be able to implement my master plan!"

"What is your master plan, boss?"

"You'll see in due time. For now, we'll have to obtain a few objects…And I'll have to analyse _this_." he held a lock of hair – quite obviously taken from some of the Care Bears.

"But, since my plan is finally progressing…Perhaps we ought to let the world know." He pressed a button. "There. The countdown to checkmate is now _initiated_!"

"I'm telling you, this is the way to go," explained Bright Heart to the bears and cousins around him – Brave Heart, Tender Heart, Champ, Cheer, Grumpy, and Treat Heart. "Computers have advanced so much while we were frozen, I can hardly believe it. Now, they're all interconnected through this Internet! I can even use them to talk to people…Hey, what do you know, we have a communication coming!"

A new window popped up on the screen. It was Paul.

"Paul! Thanks for helping me install those new computers! Uh…Are you okay? You look worried…"

"I kinda am. Don't you know what's going on down here on Earth?"

"There's a problem?" Bright Heart was now worried too. "I'll get the…"

"Not _yet_" interrupted Paul. "But…Have you heard about Checkmate Warren?"

"You might say that."

"Oh? I'd have thought…Well, something just happened, and the FBI said on the news it must be him."

"What happened?"

In reply, Paul held up a small piece of paper. The bears and cousins looked at the screen. "It's a bank receipt."

"Yes. I got it earlier today at the ATM. But look at what's written at the bottom."

Again, they looked. "'MATE IN FOUR'."

"Yes. It says that on all the receipts every ATM gives. At any bank. _Worldwide_. Something like that takes a lot of skill to pull off, believe me – and he's doing it just to pass a message!"

"What message?" asked Brave Heart.

"Isn't it obvious?" said Bright Heart. "His plan's progressing. He's telling the whole world that he only has four more steps to complete."

"And then what?"

"Checkmate."

Several gulped.

"Nice 'Independence Day' quote," said Paul.

"What?"

"Oh, right. I forgot you missed the 90s…"

Author's Note: The character of Checkmate Warren was inspired by that of Warren Wright, the ill-tempered but quite clever system administrator from the webcomic "Absurd Notions", by Kevin Pease. However, I've modified he character a lot, to the point were resemblances are mostly superficial (I would like to say, however, that I recommend the comic. Google for it!).

Warren's little song is his little adaptation of "Another One Bites the Dust" by Queen.


	4. Chapter 2: The Man With the Perfect Plan

**CHAPTER 2 : THE MAN WITH THE PERFECT PLAN**

_His brain's a powerful weapon_

_He charges a zillion a plot_

_A mastermind that's second to none_

_The man with the perfect plan!_

_Lurking in some darkened doorway_

_Or crouched on a rooftop somewhere _

_In the next room, or this very one _

_The man with the perfect plan!_

_Wit is required whenever he's hired_

_From the start up to the kill_

_No-one can catch him, no villain can match him_

_For his zillion-dollar skill!_

_One perfect plan means another evil scheme_

_Will reach a successful end_

_For his plan he'll defeat anyone _

_The man with the perfect plan!_

_His eye may be_

_On you or me_

_What does he want?_

_We shall see!_

_Wit is required whenever he's hired_

_From the start up to the kill_

_No-one can catch him, no genius can match him_

_For his zillion-dollar skill!_

_One perfect plan means another evil scheme_

_Will reach a successful end_

_And if you ever doubt that he can _

_The man with the perfect plan_

_Will get it done_

_He'll beat anyone_

_With his peeeeerfect plan!_

Back in the day, Kelvin Castle used to be quite the sight – perhaps not a wonder of architecture, but definitely an oddity in the North-American continent. At a point, however, Professor Cold Heart had taken it over, renaming it Cold Heart Castle. No-one would want to approach such a dangerous place – the fear the insane inventor had inspired to the world had been so great that, even after nearly two decades during which he had been absent, the castle had remained deserted. But Cold Heart was back now, and catching up with much progress in the scientific field – with all the new machines being installed, the castle was even more of a mess than usual.

"Well, what do you know!" exclaimed the Professor. "It appears that No Heart and his niece were kicked out of their own castle! And by a neophyte no less!"

"Is that a good thing or a bad thing, boss?" asked Frostbite.

"I don't know. I've never had a very high opinion of that sorcerer, but he did keep the Care Bears busy. We'll have to see what this Checkmate Warren plans to do. But in the meanwhile, we will ourselves go back to our nefarious business – we've been inactive for far too long!"

"Then what do you plan to do, Professor?" asked Auntie Freeze.

"Well, technology has progressed immensely during all the years we were frozen. The human genome has been decoded, computers have become amazingly powerful, and, last but not least, there's this new 'Internet' concept: I've checked it, and I'm sure we can use it for evil! I'm currently working on it…"

As he said that, he noticed he had gotten an e-mail. He was surprised – who could possibly have his address? The sender's name was "Villain-dot-com", the subject "A proposition". He opened it:

"Dear Professor Hart,

It was a pleasure to hear of your return to the world of arch-villainy. We at are always interested in finding additional allies who don't allow themselves to be burdened by the moral considerations of the common man. Your reputation as an inventor and menace to society is unmatched, and, as such, you are of utmost interest to our organization; it is our belief that we, too, can be of substantial interest to you…"

In another rather cold place, stood the laboratories of project FLUUTE – and inside the big, well-guarded lab, the director was explaining the situation to another man:

"As you probably know, project FLUUTE has been dealing with the control of electromagnetic fields for decades. Not only do our discoveries have much significance for pure science, but the technology we've developed has various applications…And some of them interest the military."

"I can imagine. Creating EMPs, or defending from them…Affecting the Earth's magnetic field…Over half your funding in the last five years came from the Pentagon, I believe – without counting your security."

"True. But you understand why we were worried when we received _this_:" he handed the man a letter, on which it was written: "I'm coming to take it".

"There was that chess pawn included…The one you told us to destroy before you came. Do you think it was bugged?"

"Absolutely. It's part of Checkmate Warren's modus operandi – he often arranges for his victims to receive some object he's filled with miniature scanners. Those spy devices he uses can compete with the best we have – impressive, really. I wanted you to get rid of it before I came so that he wouldn't know I was involved."

"Just how dangerous is he, really? I've heard stories, but…"

"Dangerous? Hard to tell – his plans generally result in little to no collateral damage. He _is_ diabolical, though. What I find interesting is that he's even bothering stealing your machine – why not just build his own?"

"Sir, with all due respect, making such a device is hardly child's play!"

"I intend no offence…But, for this kind of man, few things aren't child's play. He's one of the world's greatest inventors."

"Perhaps. But understand…An electromagnetic controller isn't something you can design with just one stroke of genius. There are thousands of parameters to take into account, thousands of little problems that arise as you go and require separate solutions. Even if that man was Edison and Tesla combined, he would still need a good decade to reach the same results. _Maybe_ five years if he was really on the verge of superhuman intelligence."

"I see. But don't you have blueprints he could steal?"

"Negative. We built the thing as we went – the blueprints are in the research team's heads. The only way to steal our research is to either kidnap us and make us talk, or take the controller itself."

"The latter sounds more his style. Well, I guess I'll just have to stop him."

"How? Do you even know _how_ he plans to steal it?"

"Not really. He's too tricky for that. Instead, we'll let him come – and steal the wrong machine. I need you to make a realistic-looking fake."

"_That_ will stop him?"

"No, but it will give _me_ a chance to stop him. I'll be hiding inside the fake, thus allowing me entrance into his base. Then, I'll defeat him on his home ground."

"That…sounds pretty reckless."

"Not reckless, merely bold. After all," the man smiled, "I am John Bolt."

In Care-A-Lot, Tender Heart and Grams were watching Hugs and Tugs play.

"Were _we_ that full of energy as cubs?" Tender Heart chuckled.

"You'll have to ask True Heart and Noble Heart, dear – but from what I've heard, yes, you were."

That peaceful moment was interrupted by Wish, who ran toward Tender Heart, clutching her star-o-scope.

"Tender Heart, something's going on!"

"What is it, Wish?"

"Well, remember how you asked me to watch over No Heart's castle every now and then, to see if anything was happening? Well, a helicopter just took off from there. It looked a lot like Warren's helicopter, except that the colors were different…"

A few minutes later, two cloud cars were leaving Care-A-Lot and following the helicopter; aboard were Tender Heart, Wish, Grumpy, Champ, and Swift Heart.

"I don't know what Warren is planning to do, but, after last time, I think we ought to watch him closely," explained Tender Heart. "Wish, you said the colors were different?"

"Yes. Last time, he had a black one; this time, he's using one with camouflage colors, like a military chopper."

"Odd. Has anything else been going on at the castle?"

"Well, he's been installing more and more machines…No Heart tried to take back the castle a few times, but the defense system always swats him away. I also noticed all the shadows have gone missing."

The helicopter landed near FLUUTE's laboratories. The man who came out was dressed in a colonel's uniform. He asked to speak to the security chief, and explained to him that the military, worried about the risk of the device being stolen, had decided to relocate it somewhere safer. A few minutes later, a large machine was brought outside, and then carried away by the helicopter. The cloudmobiles followed from a safe distance.

Inside the machine, John Bolt was communicating with his superior: "I'm on my way to infiltrate the lair of our favorite mastermind. Interesting way for him to steal the device – that helicopter was exactly like the ones the military use, and according to the security chief, the written orders from the Pentagon looked genuine. It's somewhat frightening that he has our military infiltrated well enough to pass himself for them…But I'm putting an end to his plots today. Also, we'll have to check who that fake colonel was – Warren in disguise, or some accomplice. Bolt out."

After an uneventful flight, the helicopter reached what appeared to be a huge warehouse, not far away from a lake. As it landed, mechanical systems took the machine and brought it inside the warehouse. The Care Bears watched intently.

"That's not No Heart's castle. Do you think it's another base of Warren?"

"Only one way to find out."

"Of course," Grumpy rolled his eyes. "Why do I always end up with the team that does the dangerous job?"

"Because you volunteer?"

The Care Bears looked around, fear mixed with awe. From the outside, the place had looked like an old warehouse. From the inside…They weren't sure what it was, but it had high-tech from top to bottom. A factory, perhaps?

"Too bad Bright Heart isn't here."

"Yeah. Hey, isn't that the machine they took from that base?"

Just as they said that, the machine burst open, and out of it came a man holding a gun. He seemed athletic, determined, on the good-looking side…And his gun was aimed at them. They jumped back in surprise.

"Whoa-whoa-whoa! Don't shoot! We're just here to…"

"Care Bears. And a Care Bear Cousin." The man lowered his gun. "May I ask what you're doing here?"

"Well…We saw a helicopter leaving No Heart's castle, and decided to follow it. We've been a bit suspicious ever since Checkmate Warren took over, and…"

"Took over? So my suspicions were correct – that mastermind has placed his new HQ in the flying castle."

"He has. But who are you?"

He smiled. "You may not have heard of me – my name is Bolt. John Bolt."

Tender Heart's eyes lit up. "The not-so-secret agent?"

"You _do_ know who I am? I'd have thought that with your long absence…"

"We have a lot to catch up, but I _have_ heard about you. We'll be glad to have your help."

"Likewise – I often work alone, but I could use the assistance of the world's greatest heroes. I intend to catch Checkmate Warren – and if that device is important enough that he stole it, then he's probably here."

"Device?"

"The place he took this fake from was the laboratory of project FLUUTE – he tried to steal an electromagnetic controller, but I had it replaced with this thing."

"Electromagnetic controller?"

"Don't ask me what he wants to do with it – too many possibilities."

"Fine, but what _is_ this place?"

"I've been studying Warren's plots for a while. I believe he has many bases spread throughout the continent, maybe throughout the world – this one must be one of his factories. Some of the things he designs he needs to have in massive amounts, so he builds them in automated, robotic factories such as this one. Now come – we have an arch-villain to catch."

As they proceeded, Grumpy asked Tender Heart: "Who _is_ this guy? Maybe _you've_ heard of him, but _I_ haven't."

"He's a real hero. He was a secret agent – a really good one, too. A few years ago, he even stopped some big political assassination – but, because he only managed to do it at the last minute, he ended up doing it in public. So, now, he's a secret agent who's not secret at all – but he's still a real hero, who keeps saving the day from all kinds of dangers."

"Well, good thing he's here" said Champ.

At FLUUTE, the phone rang.

"Yes?"

"This is John Bolt. I'm progressing here, but I think Warren may have a backup plan. It's only a matter of time before he discovers the treachery, so, in the meanwhile, the NSA will move the device somewhere secure. Their helicopter will reach you soon. Oh, and just to make sure it's really Uncle Sam's boys this time, and not the evil mastermind, make sure they know the password."

"What is the password?"

"Doublethink. Wish me luck."

"There don't seem to be any people around here," noted Wish. "Just those industrial robots."

"Checkmate always minimizes the number of accomplices he has to rely on," explained Bolt. "He's always afraid that they might screw up, betray him, or something of the kind. Usually, he does the delicate parts himself, has machines handle the parts that don't require intelligence, and manipulates his enemies into doing the rest. Hold it!"

Bolt's sudden cry stopped them dead in their tracks. Bolt looked on the ground.

"Collapsible floor. A trap."

"He's trapped his own factory?"

"He's careful. Meaning we'll have to be even more."

Bolt then proceeded to free a long metallic bar from a nearby structure, and, before the Care Bears' amazed eyes, ran toward the danger floor, and stuck the bar in front of him, allowing him to jump a good distance beyond said floor. He then moved a crate in front of the dangerous area, put one end of the metallic bar on it, and the other end on the other side of the area, in front of the Care Bears. They walked on the bar, reaching him on the safe side.

"Nice work, sports fan!" complimented him Champ. "Do you always do this kind of stuff?"

"Only when it helps. Unfortunately, there are probably plenty more traps ahead."

"No problem, I'll just scout for them" said Swift Heart.

"You'll _what_?"

"Like I always say…Swift Heart Rabbit is _unbeatable_!"

And with those words, the blue bunny launched, going at a speed Bolt had never guessed was possible for any living creature.

"Is he…Is she always like that?"

"She's usually a bit less cocky – after that time with the Great Race, anyway. But really, at this speed, what could stop her?"

Swift Heart went from room to room in the blink of an eye. In closed quarters such as these, she couldn't go at her top speed – but that was still very, _very_ fast. She looked around, trying to find anything suspicious – when suddenly, she hit something at full speed, which stopped her in her tracks. She fell backward.

Her head still spinning, and feeling like she'd been run over by a train, Swift Heart looked up to see what she had collided with. There wasn't anything there…Wait! There _was_ something…A glass door. Of course, at her speed, she hadn't seen it until it was too late. No…A glass door would have shattered. It had to be plexiglas or something like that.

Swift Heart got up – but, suddenly, rays of red light appeared around her, at various angles. They seemed to be coming from certain spots in the walls and ceiling. Lasers? Carefully, she touched one – and, with a yelp of pain, put her paw in her mouth. It burnt!

Swift Heart looked around. No way out – those lasers had her trapped. A steel door was closing where she had come through. She sighed sadly – again, because of her overconfidence, she had failed the others. Hadn't she learned her lesson after the Great Race? Yes, she had. But maybe not completely…

The black helicopter landed in front of FLUUTE's lab. A bearded man in black, with shades and a listener in his ear, came to the security chief.

"We have to evacuate the machine in case Checkmate Warren tries something else. John Bolt's orders."

"I know. Password?"

"Doublethink."

"Right. We'll bring the machine. Just be careful with it…"

"You know Swift Heart better than I do," said Bolt, "so you tell me: Is it normal that she's taking so long?"

"I'm afraid not. We have to find her!"

"Not so fast. Rushing in didn't help Swift Heart, did it? Besides, we don't even know what way she went. I don't like it, but I think we're going to have to split up."

"Wouldn't that make it easier to catch us one by one?" said Tender Heart.

"It will. But it'll also improve the odds that some of us will reach either Swift Heart or Checkmate. Once we find the latter, we'll have to force him to free everyone and surrender."

"Hm…All right. Champ, you come with me. Wish, Grumpy, you go with John."

A short while later, Bolt and his two companions were progressing deeper into the lair. "Be careful at all times. Even with my experience, I can still miss some well hidden…"

Before he could finish, the floor opened beneath him. Grumpy and Wish shrieked in surprise – but the superspy, with great reflexes, managed to spread his arms and catch the floor's border before falling all the way in. With some help from the bears, he got up.

"Well, that was an excellent demonstration of what I was saying. Now to find a way to cross."

"Like this?" said Wish with a smile, as her Stare created a makeshift bridge over the gap in the floor.

"That'll do," said Bolt, smiling too.

"Tender Heart, this isn't going to end well" said Champ. "We're _not_ good at avoiding traps. I wasn't there myself, but…Remember your first fight with Cold Heart? Or that time with Dr Fright?"

"I know. There has to be a way…Hey! The air ducts!"

"Air ducts?"

"Sure! We're small enough to crawl through them. We can get anywhere in this place and avoid all the traps!"

"Good thinking!"

"You've been doing this kind of things for a long time?"

"Not as long as your family…But yes. I can't give you details, though…And we should focus on the task at hand."

"Right. Sorry."

Bolt and Wish fell silent for only a moment – noise returned promptly as something in a nearby wall opened; out of it emerged a robotic tentacle, with a big claw at its end, which, before anyone could react, caught Grumpy. The blue bear barely had the time to scream before the tentacle retracted back to where it had come from.

"Grumpy!"

"Wait! Don't follow – rush to the door!" shouted Bolt.

Only a few seconds passed before the mechanical attacker emerged again, this time heading for Wish. Bolt shot, hitting the tentacle, but not harming it. Wish screamed, nearly scared out of her wits, as the tentacle began to retract, taking her with it – and then stopped mid-way: Bolt had caught it, and was pulling back with all his strength.

Wish, although still terrified, gathered her wits back; she had, after all, faced scarier things than this; she had just been taken by surprise. She tried to use her Stare…Unfortunately, with the metallic claw holding her, her tummy symbol wasn't free to act. As for Bolt, he was holding the tentacle for now, but he would tire eventually…

As he applied all his strength, Bolt's mind was racing. This thing, even if it had taken one bullet, couldn't be invulnerable. He could probably destroy it if he managed to make it sit still for a moment when his arms were free. But how? He then noticed some pipes going on the wall the tentacle had come from. An idea formed in his head. Slowly, he let the tentacle gain more ground, getting closer to the wall (much to Wish's fright). Once they were close enough, he put one foot against the wall…Then the other…With the tentacle pulling toward the wall, he managed to walk on it, going up, until he reached the pipes' level. But he couldn't free his hands to break them. Instead, he "stepped" above them, then positioned himself upright, so that he was standing on the pipes. With his weight combined with the pull of the tentacle, the pipes broke – Bolt and Wish fell down and closer to the opening in the wall, but Bolt managed not to let go. He stood up again, pulled back a bit, then said:

"Wish, I'm going to give you these pipes. Hold them in front of you, and, no matter what happens, don't let go of them. Understand?"

"Y-yes…"

Fast as lightning, Bolt let go of the tentacle with his left hand, using only the right one to hold it. His left hand picked up the pipes and handed them to Wish in the blink of an eye; as soon as Wish caught them, his hand returned to the tentacle.

"Good, Wish…Now hold these in front of you…Careful…The next part is going to hurt a bit, but _don't let go_!"

Again, Bolt let the tentacle gain ground, until it brought Wish to the opening in the wall – but this time, between the opening and Wish, there were the pipes, which found themselves pressed between the wall and the bear. Bolt finally let go of the tentacle – Wish found herself pressed painfully against the pipes. But there was enough space in the opening for Bolt to squeeze his head and arm – with the gun in his hand. He aimed carefully, and shot all his bullets – at the exact same spot of the tentacle. The first one grazed it; the second one left a deeper grazing; the last one actually made a tiny hole in the tentacle's metallic shell. Bolt then reached into his pocket, pulled out a pen, and stuck it into the hole.

Next thing, Wish felt a terrible shock. The tentacle then collapsed, letting go of her.

"Are you all right?"

"I…I think so. What happened?"

"I used this little gadget," he showed her the pen. "It's a mini-tazer. The electric current fried that machine from the inside – I'm sorry if it hurt you too."

"It's okay…You did it to save me. But…What about Grumpy?"

"I'm afraid the only thing we can do for him is defeat Checkmate Warren."

"Anything here, sports fan?"

"Nope. Keep crawling."

"Just how many traps do you think he's put here?" asked Wish.

"You can never put enough traps," answered the superspy. "In this line of work, it pays to be paranoid."

They came upon a new room. They began crossing it – but suddenly, a mechanical noise was heard at the room's side.

"Run!" yelled Bolt, proceeding to follow his own advice. Wish did the same, but, small as Care Bears are, most of them can't run very fast. Bolt (having recharged his gun) shot the door's lock from across the room, then hit at full force, entering the next room – but Wish hadn't finished crossing before the trap finished springing into action: The wall to her left went away, revealing some pit, while the wall to her right rushed inside, sweeping across the room, and pushing her into the new pit.

Bolt looked. His last companion was gone. Were they still alive? As far as he knew, Checkmate didn't have a history of killing prisoners…Although there was the infamous "money man" incident. Not a murder per se, but the victim had nevertheless been traumatized…Enough. No time to dwell on it – he had to stop that madman.

"Champ, do you hear something?"

"Now that you mention it…It sounds like…Water?"

Both bears screamed as a stream of water swept through the ventilation ducts, carrying them both away. As he went through the pipes, Tender Heart wondered where it would end – and whether it would be soon enough for them not to die drowning.

Bolt managed to escape yet another trap. This was growing tedious – of course Checkmate was thorough, but still! Finally, he reached a corridor, at the end of which was a door – and _this_ door had a digital lock on it. It wasn't designed to be opened by the robots of the factory – it was designed to be opened by a human who knew the entry code! That meant that, in all probability, it was Warren's office.

At last…Except that he didn't put it beneath the mastermind to fill the corridor with traps. He looked attentively…Then decided: Enough wasting time. He might be able to neutralize the traps slowly, but he had equally good odds of avoiding them by going fast enough.

Going at a speed that no sprinter would have laughed at, John bolted through the corridor, activating multiple traps as he went. He barely avoided the electrical shock, jumped between the lasers…He had gone through three-quarters of the way when the floor beneath him began opening. He jumped to his right, putting his right foot on the wall, pushing, and jumping to the left wall; he put his left foot on it, and jumped from there to the right. It was a difficult way to move about, but he was moving forward, if slowly. Finally, he came in front of the door…But, due to the absence of a floor beneath him, still had to jump from wall to wall. Pulling out his gun, he shot all his bullets but one at the door, shattering it…Then jumped forward, grabbing the entrance, and pulling himself inside the office.

He looked up. A spartan, but well-equipped office. High-tech as the rest of the place. At the other end of the room, a desk; behind the desk, a chair, with someone in it, facing away from him; on the wall the person in the chair was facing, several monitors, showing various parts of the factory.

"Impressive, Mr. Bolt. You are worthy of your reputation. But compared to me, you're little more than a joke, I'm afraid."

"This joke's on you!" answered Bolt, as he jumped at the chair, with his gun ready…But when he swiveled the chair around, he saw that it was empty; what he had thought to be Checkmate Warren was just a wig and a speaker. Aside from that, the only thing on the chair was a mechanism…from which thick steel cuffs jumped, catching Bolt's arm. In a fraction of a second, over twenty guns, held by mechanical means, jumped from all over the room, all of them pointed at Bolt.

"_Why did I have to pull an Inspector Gadget NOW!"_ thought Bolt. He really didn't see how to get out of this one…

Some time later, Bolt found himself attached to some horizontal plate. The plate itself seemed to be made of some kind of really strong plastic, but the cuffs that held him to it were of steel. It also seemed as if the plate was _surrounded_ by some mechanism, although he couldn't tell what it was…He did, however, recognize the Care Bears and the Cousin, all five of whom were attached in some way or another across the room.

"Glad to see you're okay," he said. "Don't worry – we're not done for yet. I'll find a way to get us out of this jam."

The noise of a helicopter landing not far from them was heard. A minute later, a bearded man in black, with shades and a listener in his ear, entered the room. He then removed his fake beard.

"Checkmate Warren. There you are" said Bolt contemptuously.

The mastermind turned his back to them, removed the shades to put back his usual glasses, then faced them again: "Indeed. After a day's work well done."

"Is that so? You haven't won yet," said Bolt.

"Oh really? Why? Because you replaced the electromagnetic controller with a fake? That was part of my plan."

"You're only saying that to make us think you're in control of the situation."

Warren seemed amused. "Oh ye of steep learning curves. Just like everyone else, Bolt, you've underestimated my intelligence. I was counting on you to act the way you did. While you were busy here, I went to FLUUTE and took the real machine…Thanks to the wonders of digital voice alteration:" He then pulled out a recorder, and played an earlier conversation – the voices heard where those of John Bolt and FLUUTE's security chief:

"Yes?"

"This is John Bolt. I'm progressing here, but I think Warren may have a backup plan. It's only a matter of time before he discovers the treachery, so, in the meanwhile, the NSA will move the device somewhere secure. Their helicopter will reach you soon. Oh, and just to make sure it's really Uncle Sam's boys this time, and not the evil mastermind, make sure they know the password."

"What is the password?"

"Doublethink. Wish me luck."

Bolt's face sank.

"They trusted that you knew what you were doing, Bolt – the possibility that it wasn't you didn't occur to them. I have already taken the machine to my headquarters, and checked to see if it was genuine. You've lost."

"But – it doesn't make sense! Why even bother with such a ridiculously complicated plan!"

"To achieve a triple objective. Obtaining the controller was important, but it wasn't the only thing I needed to do. I have _also_ shown the military and intelligence community how completely I can outwit them…And I've defeated _you_. I would have had to, sooner or later – of all the high-ranking people there, you're the only one with the guts to face me."

"So what now? Do you intend to kill me?" said Bolt defiantly.

"You'll see. Speaking of seeing, I'd like to direct your attention to this little marvel," Warren indicated a device in the middle of the room. "As you know, I design countless machines. Most of them I put to use in my plans, but some don't turn out to be as useful as I had hoped. This is one of them: A military-grade railgun."

"A railgun? Our army has some of those."

"Prototypes. Mine is at least two years in advance on theirs. As you know, railguns use electromagnetic force to propel their projectiles at very high speeds – an electric canon, if you will. And I intend to use one such railgun on _you_."

"Do you expect me to talk?"

"No, Mr. Bolt, I expect you to _scream_."

Bolt barely had the time to realize what was going on: The device surrounding him was, in fact, a huge railgun. It had no effect on him, or the plastic plate, but it did act on the steel cuffs. For the first time in years, he screamed in surprise and terror as he was hurled through an opening in the rough, still attached to the plate, and flew at high speed away from the villain's lair.

"Thank you for using Railgun Airways. We wish you a survivable trip." Turning to face the horrified bears and cousin, Warren said: "Don't worry, I was aiming at the lake. That plastic plate will ensure that he floats – he'll still be alive when they reach him. He will not, however, inconvenience me any further in my plans…"

"He won't give up, and neither will we!" protested Tender Heart.

"John Bolt is a hero!" said Wish. "You won't scare him away!"

"Has it occurred to you that it might not be very wise of you to tell me this?" the mastermind grinned. "No matter. I never intended to scare Bolt away – no, my plan was to neutralize him by scaring some _other_ people away.

By the way…Tender Heart, Champ, you have deeply insulted me. _Air ducts_! You tried to infiltrate a lair _I_ had designed using the _air ducts? _! You thought I would overlook such a tired cliché! What do you think I am, an evil genius, or a Saturday-morning cartoon villain!

Now, if you'll excuse me, I must take my leave. The mechanisms that keep you here will free you in a few minutes – and when they do, I suggest you get out fast, because I have set the whole place to blow up soon afterwards. No point in risking leaving some dangerous clue behind, is there?"

That evening, a recovering John Bolt went to meet with his superior.

"Good evening John. I'm saddened to hear that it hasn't been a very good day…"

"That's the understatement of the year. I am to understand that our foe has successfully acquired the device?"

"I'm afraid so. This isn't much of a loss as far as project FLUUTE is concerned – they know the design, and will have it rebuilt in two weeks at most."

"But it _is_ a loss in that Checkmate obtained what he wanted."

"Yes, _about_ that…"

Bolt's superior then did something on his computer. "Check this. CNN live."

Bolt watched the news. He saw lights in the night sky, forming gigantic, colossal letters, which spelled: "MATE IN THREE." The reporter at the scene was narrating:

"The mysterious message has sparked some panic, but the president is urging the people to stay calm. Now back to you, Jill."

The view switched to a split one: on the left half of the screen, the news studio; on the right half, a man who was identified as Dr Zahn, astrophysicist.

"Dr Zahn, has an explanation for this cosmic, and, shall I say, ominous event, been found as of yet?"

"I wouldn't call it cosmic…Technically, it's an aurora borealis."

"Here! Shaping letters!"

"Physically, it's the same thing. The aurora borealis, or northern lights, happen at the North pole because the Earth's magnetic field doesn't prevent cosmic rays from reaching the atmosphere there; when those rays hit the atmosphere, they ionize the air, creating colored lights. The same thing happens near the South pole: it's the aurora australis. What we're witnessing here is the weakening, or rather, the nullifying of the Earth's magnetic field over specific spots, creating the lights in the sky."

"But it's forming letters, words!"

"Meaning that the field is nullified in spots that form the shape of words. Actually, the term nullified doesn't convey it well…It would be more accurate to say that something is generating a magnetic field in these spots that is the opposite of the natural field, so they cancel out."

"But, obviously this is the work of Checkmate Warren…"

"So it would seem. I guess he managed to create the corresponding magnetic fields somehow…"

"But how?"

"I don't know. The amounts of energy required are big, but not impossibly so…What amazes me is that he could create them with enough fineness to write a message in the sky."

Bolt's boss turned the video feed off. "Looks like our friend doesn't do things half-way, does he? Huge messages in the sky, no less."

"Mate in three…Only three more steps before his master-plan's completion" said John Bolt, half to himself. "So the electromagnetic controller _was_ an integral part of his plan."

"So that he can use it to send us messages through the ionosphere?"

"Not _that_. It's an added bonus, of course, but his real use for the machine…That remains a mystery. Another mystery would be how he knew all those things he did about our operation – it could be that we've been infiltrated more deeply than ever before. However, it's a mystery that I will crack before it's too late!"

"Not on this payroll you won't." Bolt looked at his boss, afraid to understand.

"You're not saying…"

"Yes I am, John. The board is unanimous – we're closing the Checkmate case."

"_Now_, when he's threatening us all! Have you lost your mind!"

"Don't talk to me this way, agent Bolt. We have considered the facts, and concluded that this case was simply too dangerous. We have threats that require your presence, and which our agency is more apt to deal with."

"_Too dangerous_! What, you think letting him run amok is _less_ dangerous!"

"You're our best agent, Bolt. By a wide margin. But when we sent you against him, he handed you your backside. If we can't do anything to stop him, then we ought to focus on what we _can_ do."

"Or maybe you could be honest, and admit that you're scared out of your skin by him! Just because he can taunt us with oversized neon lights…"

"John Bolt! I suggest that you remember that this is an intelligence agency, not a family reunion! We have a new assignment for you, and if you don't take it, then consider your work here over – as of today, you are forbidden to deal with the Checkmate case."

"Well, the lights are gone now," said Bright Heart, letting the star-o-scope down. "I guess Warren figured he'd spent enough energy by now, and spread the message."

"Creepiest sky I've ever seen," said Bedtime. "And I'm used to the sky at night."

"Bright Heart, do _you_ understand what it's all about?" asked Tender Heart.

"Not yet. Obviously, he needs to be able to control magnetic fields…But I can't tell why. Apparently, he just needs three more steps…

You guys are sure you're okay?"

"I've had better days," said Wish, "but I'm fine. Still, it's scary…"

"The lights?"

"Not that. The way he played us all like a fiddle. Even Bolt. I mean, Bolt was brave, smart, tough, and then some. He had it all, he gave it all, and it still wasn't enough. That's the second time we meet Warren, and the second time we don't even manage to slow him down. What does it take?"

In what used to be No Heart's castle, Checkmate Warren was conducting tests with his latest acquisition.

"It works as well as I need it to. Thanks to this machine, my ultimatum will be more than just empty threats. Of course, there was much pleasure in taking Bolt down a notch…"

"Yeah, you got them good, boss" said Beastly. "I mean, bad, because bad is good to us!"

Warren looked at him quizzically. "_Bad is good_?"

"Well, since we're bad guys, good is bad to us, and…"

"Oh, spare me. Bad is bad, good is good, two and two is four. Don't give me this No Heart-esque nonsense. Of course, in certain situations, if things go bad for some people…That may be good for us."

"Um, right. So, what next, boss?"

"A plot whose brilliance I am rather proud of…"

Author's note: As the reader has most probably realized, John Bolt is transparently based on James Bond, the world's most famous fictional secret agent – the song at the beginning is a modified version of the song from the James Bond movie "The Man with the Golden Gun". Project FLUUTE is a reference to Project HAARP, which studies the ionosphere. As for John Bolt's reference to Inspector Gadget (a cartoon he may have watched with kids he was baby-sitting as a teenager), it concerns a moment in the show's intro, when the inspector tries to handcuff Dr Claw, only to realize it's not really him in the chair – just a trap.


	5. Chapter 3: Birth of a Villain

**Chapter 3: Birth of a Villain**

"Tell me, Beastly…How familiar are you with No Heart's library?"

"Eh…Not a lot. I sometimes had to clean it up, but I never read the books. No Heart would have gotten angry if I did."

"Of course. I have been studying his notes and books, and scanning everything…Fascinating, I must say. A History of nearly a century of villainy – the ravings of a madman. A pity that his intellect is so limited, which shows in his writings. Nevertheless, I have found many interesting things…Information on magic, which completes and corroborates the data I have accumulated from my study of Artifact X. Valuable details on the Care Bear Family and its modus operandi. Hints on…"

"Artifact X? What's that, boss?"

"I'm afraid you are not authorized for this information, Beastly. But tell me…Have you heard of someone named 'Control'? There are multiple mentions of him…"

"Uh…It's No Heart's brother. Shrieky's dad!"

"That's what I've come to understand…And that's truly fascinating, because, over the course of my criminal career, I've come across that name a few times. There are rumors stipulating the existence of a secretive, far-reaching criminal mastermind who goes by the name of Control. I'll have to remember to take care of him as soon as the world is mine…"

"Auntie Freeze, Frostbite, it's time to pack up. We're leaving the castle for a while."

"What? Why?"

"Business, my dear. My latest plot must be launched from a specific location, and we're going to have to remain on site for some of its duration."

"So you have a plan, boss?"

"Of course I do! Look at this picture!"

"It's really ugly, boss."

"I took the picture with a microscope. It's a new kind of germ I just created with the new knowledge in genetics; it infects people, and freezes their feelings from the inside. I call it – the Freeze Germ!"

"Wow! So we're going to freeze feelings all over the world with it?"

"It's not that simple. I can't just release the Freeze Germ – it takes time to spread, and not only do we risk getting caught during that time, but somebody might develop a cure!"

"In that case, how do you plan to proceed, Professor?"

"This is where Villain-dot-com comes into play."

"That society of evil that wanted to work with you?"

"Correct! They have ideas, plans, and equipment of all kinds! I gave them the genetic code of the Freeze Germ, and they agreed to help me spread it!"

"Just like that? What do _they_ gain from it? Are they out to eliminate feelings too?"

"No, they're in it for power and profit. They agreed to help in exchange for some of my inventions' blueprints. It was worth the price, though – with the strategy they've come up with, and the Freeze Germ, this new plan cannot fail!"

"What is it, Good Luck? You look worried."

"I am. It was my turn on star-o-scope duty, and I saw trouble."

"What was it?"

"There are several people on Earth who lost their feelings. They've just stopped caring about anything, and they look…Cold. Almost as cold as Professor Cold Heart. And here's the interesting part: They all live in Rainbow City."

"Rainbow City? You think that uncaring crystal is doing this?"

"That's the simplest explanation I can think of. We have to tell the others."

Soon enough, a group of Care Bears and Care Bears Cousins (Bright Heart, Wish, Gentle Heart, Cheer, Harmony, and Loyal Heart) was sent down to Rainbow City. There they met the mayor – the same one they had met twenty years ago. Apparently, he had aged well.

"It's good to see you here. We never thanked you people enough for saving us when we had become Drab City."

"No need to thank us – it was a pleasure. But you know why we're here…"

"Yes, I know. The people who lost their feelings. There are already forty of them, and several new ones each day. It's becoming faster and faster – I'm afraid it will eventually engulf the entire city!

We've been trying to find the common element – in many cases, it happened to entire households, and very often, different victims knew each other well, but there are victims in many different parts of the town, some of which are far away from each other."

"Considering this town's history, I'm particularly worried about the uncaring crystal" said Bright Heart. "Has anything happened to it? To the pit where it was pushed? To its vicinity?"

"Nothing that I know off. There's that big construction site that opened recently, and they _do_ dig a lot, all the time…But it's two hundred feet away from the pit, so I don't think that's the reason."

"Well, we'll keep looking. We promise to do everything we can to solve this problem, Mr. Mayor."

"Thank you. The people of Rainbow City still remember losing their feelings all those years ago, and the last thing we want is for it to happen again."

Meanwhile, inside the construction site, some questionable characters were lurking:

"Isn't it brilliant, Frostbite? Because we put our new temporary base of operation in Rainbow City, those fuzzy-wuzzies won't realize we were behind this epidemic until it's too late – since they'll think it's all happening because of the uncaring crystal! I'm a genius!"

"Yeah, boss, but…Wasn't it an idea of Villain-dot-com?"

"Silence, you fool!…Yes, has been most useful. And it is a good thing that they provided everything and started this construction site, which hides our HQ."

"True, Professor" said auntie Freeze. "But do they _have_ to keep their digging and drilling all night long? I have trouble sleeping, even with my earplugs!"

"Their last e-mail insisted that if they stopped, people might get suspicious. And we can afford to lose some sleep, if that means we get to destroy feelings!"

"Maybe…But maybe they could work only during the day?"

"I'll ask them in my next e-mail."

"Why not just ask the construction workers?"

"I don't think they're even aware of the true purpose of all this. It looks like they're normal workers who were hired by Villain-dot-com.

Anyway, auntie Freeze, I'd like you to do a little job: Now that there are Care Bears and Cousins in town, it would be most unfortunate if they _did_ somehow discover the truth. I'll need you to use your invisibility to spy on them…"

"Okay," said Bright Heart, "I'm stumped. If the problems here were caused by the uncaring crystal, I'd have expected the victims to be people living near the pit. But it looks like the thing is spreading like a disease. It just doesn't make any sense."

Just as Bright Heart finished his sentence, a toy remote-controlled car with a paper taped to it rushed toward the group, and stopped in front of Gentle Heart. She hesitated for a while, then picked up the message.

"What is it, Gentle Heart?"

"It says that if we want to know the cause of the recent problems around here, we have to meet someone on the small island in the middle of the lake."

The bears and cousins hesitated. It could have been a trap – why not just come and speak to them? But since they had no other lead, decided to follow that one.

Soon enough, they found the lake. It wasn't very big – Just a quarter mile wide. In its middle there was an island, and on the island a house. And on the lake's shore, there was a row boat, with a piece of cardboard on which it was written: "For the caring mission".

A short while later, the group was rowing toward the island. And on the shore, the invisible auntie Freeze muttered: "Wonderful. I can't follow them. How am I supposed to spy on them if they're so far away I can't hear them?"

When the bears and cousins reached the island, they went to the house's door – where another message said "Come in. That means **you**." They did as they were told, and entered the house – only to be flabbergasted at the sight: From the outside, it looked like a little wooden cabin; but inside, it was full of computers, surveillance systems, and high-tech of all kinds. And among all the machines, a chair, with somebody in it – but with his back to them, they couldn't see who it was.

"Um, excuse us? Did you want to tell us something?"

"_Quite._" Said the man as he turned to face them, revealing himself to be no other than Checkmate Warren.

"You!" exclaimed Loyal Heart, preparing for a fight.

"Now, now", said Warren, "you don't really believe I'd ever put you in a position where you could defeat me, do you?"

"So you're behind all this!"

"Wrong. I have no interest whatsoever in causing the epidemic you've witnessed. But I do know what its true cause is."

"Why did you bring us here?"

"To show you this." And with that, he made an image appear on one of his computers' monitors.

"This…This is some kind of germ" observed Bright Heart.

"Indeed. And look at this simulation of what happens when it infects a human host: In a short amount of time, no more feelings. That's what's been happening to the people of Rainbow City – an epidemic, not a resurgence of the uncaring crystal."

"Of course! That explains the way it spreads – it's an infectious agent, not radiations!"

"You're catching on. And take a look at this: The germ's complete DNA sequence, as well as the formula for a cure."

"I…How did you get this?"

"The formula for a cure was easy to develop after I had obtained the DNA sequence. As for the sequence itself, I…swiped it from its creator."

"Creator? You mean…"

"I mean this germ was designed as a biological weapon. By no other than Professor Cold Heart himself!"

"Hold it," interrupted Loyal Heart. "How do you know all that?"

"I'm a genius. I have my ways. I have my information sources. I know nearly everything I need to know. For example, I know the new construction site is actually a cover – Cold Heart is hiding there with Frostbite, and there's also auntie Freeze, who had followed you up to the shore. That's why I wanted to meet you on this island – she couldn't follow you here."

"So Cold Heart is the one behind this mess!"

"That's what I just said. By the way, I also know that Cold Heart has a freeze machine in that fake construction site, and that if he thinks you're coming for him (which he will after we leak information to auntie Freeze), he'll have it aimed through the main entrance. So if you go around the place and come from _this_ angle, he'll be forced to come out in order to aim his machine in your direction – which will leave him a lot less time. Simple but effective tactics."

"But even if he has less time, that'll still be enough to freeze us!"

"Not if you take these with you" Warren held up several identical small gadgets. "These are heating units. Enough to protect you from a blast or two from the freeze machine. Enough for you to win."

"Why are you helping us?" enquired Loyal Heart. "You're an evil mastermind. You've said it yourself."

"Listen up. I have plans for this world. I have plans for this whole planet. And people like No Heart and Cold Heart – are troublemakers who make it harder for me to implement my plans. I need them out of my way."

"Plans? What plans?" worried Harmony.

"I intend to conquer the world, and set myself as its supreme ruler. Not original, I know, but that's what I want."

"But why would you want such a thing?" insisted Harmony. "Having power won't make you happy, and having control over people won't mean you'll get along better with them. Why not make friends with them instead?"

Warren snorted. "You'll need to do better in the speech department in order to convince me. I _like_ being in control, but that's not the point. As for making friends with people…As a general rule, I start to dislike people after talking to them for a few seconds. Many of them have repulsive personalities (not as much as mine, but repulsive nonetheless), and even more of them are idiots."

"But you don't even know what you're missing!" exclaimed Cheer. "There's nothing better than having a good friend – except having many, that is. If you open your eyes and give friendship a chance, you'll see it's true!"

Warren snorted again, more loudly this time. "You people just don't get it, do you? Well, it's story time." And with that, he activated a program, and old pictures started appearing on the screen.

"This is me, at age twelve. I lived with my family in Salvation Town at the time."

" 'Salvation Town'?"

"Yes. You see, that town was founded (and inhabited exclusively) by people who believed in the legend of the Perfect Book. It's an old story – but it said that the original founders of this city were given this book as the greatest of all gifts, and that, if somebody managed to understand its mysterious language, it would explain how to easily solve all the problems in the world."

"That's a nice story."

"That's what I used to think. You see, everybody in Salvation Town spent much of their lives trying to understand the Perfect Book. That's what our lives were about. I was a child prodigy – incredibly smart for my age. My parents hoped that one day, I'd be able to decipher the Perfect Book. They were proud of me.

Then, about the time I turned thirteen, I started examining the book. Remember how I said I was incredibly smart for my age? Apparently, I was already smarter than anyone else in town (which wasn't saying much, as I discovered): After a not-so-long study, I found many indications, and even proofs, that the book was a fraud – it didn't explain how to solve any problem whatsoever. It was nothing but a scam – some con man or some such had tricked the founders into buying this forgery. All the people I knew were wasting their lives for a lie."

"Are you completely sure it was a fraud?"

"Oooh yeah. I didn't want to believe it at first – it seemed too horrible to be true. But I kept checking – and there were many undeniable proofs. No matter how much I wanted the legends to be true, the Perfect Book was nothing but a waste of time. I tried to find evidence that I was wrong, and the book was genuine…But eventually, I realized I had to choose between believing in the Book – or being honest with myself. I chose honesty."

"That's sad – the part about everyone's hopes being a lie, I mean. So what then?"

"Well, I didn't want everyone in town to waste their lives like that. So I made a big announcement, explaining to everybody how the book was a lie, and giving them all the needed proofs. But they didn't care about my proofs – they were so angry at me for saying they were wrong about this, they all became my enemies overnight! When I refused to 'admit' the legends were true, they all hated me – the neighbors. My siblings. My parents. My classmates. Even my teachers. Everyone in town was suddenly my enemy. Everyone wanted to hurt me – sometimes physically.

My father, who used to be so proud of my intelligence, was now ashamed of my heresy. Just a few days after my announcement, he tried to have a talk with me – well, he yelled, mostly. He kept yelling the legends were true, and that we had to believe in them. I kept explaining my proofs. Finally, he snapped, and started spanking me."

"Y…Your father spanked you for disagreeing with him?"

"These people were completely crazy about their legends. But anyway, at that moment, my brain raced like it never did before – and I found a way out. I slid out of my father's grip, dived toward the ground, and pulled on the carpet he was standing on. He fell backwards, and knocked his head against the wall. Nothing serious, but he was too shocked to get up. I looked down at him – and at that moment, there are no words to describe the contempt I had for him. Too fanatical to consider evidence! Willing to beat his child for disagreeing with him! Outwitted by a thirteen-years old! I never considered him as a father anymore – he was just someone who shared some DNA with me, and nothing more.

But if you think my father was bad, wait till you hear about my classmates. You know how kids often get bullied by another kid or two, sometimes more? Well, I now studied in a school where _everybody_ hated me, students and teacher alike. Believe me, it was _not_ fun. I got beaten up by entire gangs of kids, and the teachers wouldn't lift a finger to stop them. Eventually, I realized that if I was to survive, I had to fight them back – not with muscles, but with my brain. I had to become the king of dirty tricks and clever strategies."

"There it goes" interrupted Loyal Heart. "You had to use dirty tricks? What happened to fair fights?"

"Fair fights! They were all against me. It wasn't about fairness – it was about survival. And I was determined to win, no matter the cost – both for my sake, and for the sake of showing them all.

I spent my nights thinking up new ways to defeat them. I came up with hundreds of tricks – poking the eyes with my fingers; climbing on the toboggan's ladder when they were following me – and then jumping on them; throwing sand from the playground in their eyes…I even started designing all kinds of gadgets to hurt anybody who'd attack me. When they tried to hurt me, I'd hurt them even more – but they were so many, and they'd just keep coming.

Another realization formed in my mind: If I wanted them to leave me alone, I had to hurt them – or at least some of them – so much that they'd be too afraid to ever attack me again. So I used the monkey bars.

That day, during recess, there were eight bullies pursuing me – which had, sadly, become rather typical. This time, to escape from them, I ran to the monkey bars, and climbed on them. The bullies were stupid enough to try to climb too – but then, I jumped down the other side of the monkey bars. So now, all eight of them were hanging on one side of it, while I was standing on the ground at the other side – it was easy for me to push the metal construct upwards, and with the bullies as a counterweight, it just…Fell on them."

"How awful!"

"From _your_ perspective, maybe. But I was rather glad – all of them had broken something, and after that, everybody was too afraid of me to attack me! I was now left alone, and could spend my time thinking about new ideas and inventions. That's how I began my journey to become an evil mastermind."

"You became one because of…"

"No. My traumatic youth in Salvation Town didn't turn me into a villain – it merely turned me into a psycho. Becoming a criminal overlord bent on world domination was my choice and mine alone. But back to the story…

After that event, five years passed without much happening. People still hated me, but they left me alone. On my 18th birthday, I told my parents I had been accepted to a university in California, left my home, and took the bus for the East Coast, where I studied at Princeton. I've never heard again from anybody from Salvation Town, and I consider this to be one of the better aspects of my new life."

"And you've never had a friend since then?"

"Only my college roommate, Isaac. He was as logical, and nearly as smart as me, and we got along fine. I haven't seen him since I got my degrees, though – my criminal career has required for me to put some distance between myself and other people.

Anyway, after finishing college, I was already forming strategies for taking over the world. I started paying the bills as a computer network administrator, but soon enough, I was blackmailing management, patenting inventions, and cashing enough money to start working as an arch-villain. That's my story."

"That's the saddest story I've ever heard" said Gentle Heart, almost crying.

"It _is_ sad" conceded Harmony. "But you shouldn't give up on friendship because of it. If you could make friends with that Isaac, then surely you can make friends with other people! If you'll give love, you'll receive love!"

"It's not about love. It's about efficiency. I may be a strategist, but I remain a technician at heart. It's in my nature to fix that which malfunctions."

"What do you mean by _that_?" enquired Bright Heart.

"Never mind. Story time is over. It's time to crush Cold Heart's plans. You'll have to call for the rest of the family to help you."

As the staff of the caring mission got out of the house, Wish turned to Checkmate Warren one more time: "I just wanted to tell you…I hope things will get better for you, and you'll be happy again."

Warren gave her a creepy grin, and replied: "Trust me, you might want to save up on your wishes…You will need them soon."

When the row boat reached the shore, auntie Freeze was waiting for it. She could see the bears and cousins now had a walky-talky with them, presumably taken from the house in the middle of the lake. She also managed to hear the voice coming out of the walky-talky: _"Let's recapitulate: Cold Heart and co are hiding in the construction site. You'll have to strike them as soon as possible."_

"Wonderful. I have to hurry to warn the Professor."

"So, the fuzzies intend to strike? I'll deal with them appropriately. We'll position the freezing ray so that we can get them easily, and villain-dot-com said they're sending in air support – whatever that means."

After a while, the denizens of the Kingdom of Caring reached the construction site – but instead of coming from the main entrance, they circled the site, and approached from behind.

"Curses! I won't be able to freeze them from here! Frostbite, help me carry the freeze machine outside!"

Soon, the icy trio was facing the bears and cousins in the street, with some passer-bys watching from afar. Chuckling evilly, Cold Heart activated the 'careless ray contraption device', sending a beam of frost toward his enemies – and was unpleasantly surprised when some gadgets they had on them protected them from the cold. That gave them enough time to coordinate their stares, destroying the freeze machine.

"Noooo! Not again!"

"It's over, Cold Heart!" shouted Brave Heart. "Your plan to destroy the feelings of Rainbow City has failed!"

"Not so quick, you fool! Air support is coming!"

And indeed, they could see a huge, menacing helicopter flying in their direction. It had "Villain-dot-com" emblazoned on its hull, and attached to its bottom was something that looked like a combination between a ray gun and a satellite dish. It positioned itself above the Care Bears and Cousins.

"What on Earth is _that_!"

"Help from Villain-dot-com! When I told them about my Freeze Germ, they helped me establish my base of operation here! And now they are going to destroy you!"

As if to confirm the Professor's saying, the huge device underneath the helicopter moved, aiming itself toward the bears and cousins. It then started making menacing noises and emitting strange lights when the battle-cry came out: "3, 2, 1, Stare!"

The powerful Stare hit the device head-on – but instead of destroying or neutralizing it, it was just somehow _absorbed_ by it. That had _never_ happened before! The Care Bears and Cousins didn't know what to do, and the Professor was laughing manically, when four of the construction site workers, wearing decontamination suits, came out of the site, holding a big box containing _the uncaring crystal_!

"What the…" was all the Professor managed to utter before a cable was lowered from the helicopter, and the workers fastened it to the box. The helicopter then lifted the huge crystal up in the air.

"What do you think you're doing!" yelled Cold Heart toward the helicopter. That's when someone stuck his head out of it – Checkmate Warren!

"Allow me to explain, Professor Cold Heart. You see, villain-dot-com was a front I created in order to manipulate you. It allowed me to not only ruin your Freeze Germ plan, but also obtain a few useful things which I'll know how to take advantage of. Now, Farewell! **Mua-ha-ha-ha-ha !**"

As the helicopter began moving away, Champ surprised everybody by quickly jumping on a nearby tree, then moving from it to a house's roof, then jumping at the box containing the uncaring crystal – and barely managing to catch it in mid-air. As he struggled not to fall, the rest of the families began forming cloudmobiles to follow him and the helicopter.

Cold Heart, looking defeated, turned to the construction workers: "How…How did that crystal get there?"

"Are you kidding? We've been digging tunnels from the basement day and night to reach that pit over there" he motioned toward the pit where the uncaring crystal had been laying for all those years. "The boss said we had to get a radioactive rock from there, so he provided us with those suits. He told us to attach the rock to the cable when the helicopter would show up. We just did our job. Why's everyone looking at us funny?"

Champ was hanging with all his strength to the big box. In retrospect, what he did was probably more reckless than was necessary…But after the last two times, he wasn't letting Checkmate Warren get away with this! Not after he had manipulated them all like that!

With all his strength and determination, Champ hoisted himself on top of the box, then began climbing on the steel cable. He quickly glanced downward – they were a good height above the lake. He glanced backward – his family was following in cloudmobiles. He glanced upward – still a short way to go. He kept climbing, finally reaching the helicopter's door. He hoisted himself inside – and faced Checkmate Warren. The mastermind seemed rather annoyed.

"Must you make things more complicated than necessary?"

"Stop this helicopter, Checkmate Warren!"

"Don't hold your breath. I'm afraid this crystal is to play a vital part in my master-plan, and if you think you're going to stop me, then you've got another thing coming."

"You'll never get away with this!"

"Oh, drop that tiresome cliché, will you? Now, if you'll excuse me…"

Champ was pretty fast, but he was completely taken by surprise by Warren's attack – perhaps the mastermind had learned how to fight back in Salvation Town. Regardless, the man's fist hit him with surprising force in the tummy, knocking the air out of him, and knocking _him_ into the _air_. Champ was thrown backward by the strength of the punch, and fell a long distance downward before hitting the water.

"Champ!" came the cry from several members of the family, as they rushed toward him in their cloudmobiles. While they rescued him, the helicopter kept going…

Somehow, Cold Heart and his two associates managed to flee. The mayor was a bit confused by all the events, but nonetheless happy that the crystal was gone, that the cause of the uncaring epidemic had been found, and that a cure had been provided. The people of Rainbow City thanked the Care Bear family again – but the family members weren't so sure there were reasons to be happy. Whatever Warren's plans were, it looked like they were progressing…And Champ had had to be rushed to Take Care's infirmary in Care-A-Lot.

"Another near-perfect day! Two more of the elements necessary for my master plan! Unfortunate bit of unnecessary violence toward the end - but that fool Cold Heart and those naïve Care Bears played right into my hand. I will be able to remake the world to my liking soon enough!"

"Gee, sounds good, boss. But what does that mean?"

"I have…plans for the world. Too many parts of it today are sorely dissatisfying. I believe that, within a reasonable number of years of administration, I can get this planet running far more smoothly. However, before we get there, I'll still have to deal with a few details…I'm going to put on a little show for the world next month."

And with that said, he pulled a switch.

In Care-A-Lot, Tender Heart, Noble Heart, True Heart and Cheer were visiting Take Care's infirmary.

"Is he all right?"

"He _will_ be all right. For now, he needs a few days of rest, and his right leg will stay in a cast for at least two weeks."

"How did he break his leg? I mean, he fell into _water_, right?"

"At that speed, hitting water isn't all that much different from hitting solid ground. You can come in, if you want."

Camp was in bed, inside. "Oh hi, sports fans!"

"Champ! Are you okay?"

"I guess. Well, actually, I guess it could be better…But I'll manage."

"What you did was very brave, Champ," said Noble Heart. "But it was also very reckless."

"I know. I didn't stop to think. It's just that…Usually, that works."

"Against Shrieky and Beastly, maybe. This time, you were up against a very different foe."

"You're right. I'm sorry."

"It's okay, Champ," said True Heart. "But be more careful in the future."

In another part of Care-A-Lot, Harmony was helping Wish on star-o-scope duty.

"You know, there's something odd about Warren."

"A lot of things, I'd say."

"Well, there's this one thing that's been bothering me…He just doesn't seem like our other enemies at all."

"What do you mean?"

"I don't know how to explain…Well, can you imagine Professor Cold Heart having a talk with us on his childhood? Or helping us against another villain?"

"He helped Cold Heart start this Freeze Germ thing in the first place."

"But still! He didn't have to help us in the fight against the Professor. He could have let him freeze us. Our other enemies…Our other enemies hate us. He doesn't seem to."

"Maybe you're…Oh my stars!"

"What?"

"Look!"

Harmony watched through the star-o-scope: Above several large cities, big hot-air balloons had risen, dispersing millions of flyers. On the flyers, it was written: "MATE IN TWO."

"Well, Professor, why aren't we returning to the castle already?"

The professor gave her an enraged look. "Because, Auntie Freeze, it turns out that while we were away, Checkmate Warren raided Cold Heart Castle, took out everything that he could use, then turned the castle and surrounding area into a _mine field_! We _can't_ return!

That neophyte will live to rue the day he opposed Professor Cold Heart! He will pay, and pay dearly!

My plans for the Freeze Germ are ruined. But I haven't said my last piece yet! The world will shiver as I unleash my greatest plot ever – time enough for games! This time, the gloves will come _off_!"

Author's note: While Villain-dot-com doesn't exist, of course, it was inspired by VillainSupply-dot-com – a humorous website that supposedly sells equipment and lairs to evil overlords.


	6. Chapter 4: Shock and Awe

**CHAPTER 4 : SHOCK AND AWE**

Lily tried to read a book, but eventually gave up – like she had given up on playing with her dolls, or the computer, or anything. She was too depressed to do stuff. Why did daddy have to go away?

Her musings came to halt when a small car made of clouds came through the window, with two tiny bears in it. They came down, and she noticed one of them had a leg in a cast, and was walking with the help of crutches.

"Who are…You're Care Bears, aren't you?"

"Yes we are! I'm Champ, and this is Share."

"Pleased to meet you, Lily."

"Wow. That's so cool! Why are you…" her face fell as she remembered.

"We're here to help you, Lily. You're sad, which is normal…But if you've ever needed friends, it's now."

"Why did daddy have to go away?" she half-sobbed.

"Everyone has to, sooner or later, Lily" explained Share. "There's no helping it. But rather than be sad, you should try to remember all the good times you had with your father. I'm sure you often made each other very happy. Think of moments like that."

"Why can't people stay? Why do bad things happen? Can't we just…" Lily stopped in mid-sentence, choking on her tears.

"I don't know," said Champ. "But when bad things do happen, you have to learn how to take them. Take this," he showed his broken leg. "I hate having my leg in a cast. I usually spend half of my day running and stuff, and now, I feel trapped – like I was stuck in a prison. But since I can't change it, I try to take it as well as possible: Instead of moping around, I go help what way I can."

That evening, in another town, a dark-skinned man was coming home – only to find two unusual creatures waiting in front of the entrance.

"Excuse me, is there a problem?"

"Oh, hello. We're looking for Mr. Knock. Are you him?"

"I am. But please call me Isaac. Come inside, and make yourself at home."

"Thank you. We're Noble Heart and True Heart."

"I know. I read the news, and I remember you from my childhood."

Isaac seemed nice enough, but the two defenders of feelings found it odd that he had shown no surprise at seeing a Care Bear and a Care Bear Cousin in front of his home. Had he been expecting them, or was he just unfazeable?

"We're sorry to bother you…"

"Think nothing of it – it's hardly a bother. Do you want something to drink? Milk? Juice? Water?"

"Thank you. Milk for me."

"Me too.

Mr.…I mean, Isaac…We came to ask you about someone…"

"Warren, I presume?"

"Yes."

"Hardly surprising. I've already talked to John Bolt…I warned him, though, that he wouldn't be able to defeat Warren. I wonder what came of it…"

"They had a confrontation. Bolt lost."

"Of course."

"Isaac…The reason we've come to talk to you is because you might know Warren better than anyone else. We asked his family, but…They haven't been much help."

"If half of what Warren said about them is true, then I'm not surprised."

"He wasn't exaggerating. We were hoping you could tell us a bit…"

Isaac sighed. "This dates back some years…Warren and me went to the same college. I was a double-major, in mathematics and computer science; he was in computer science and physics. We went to the same computer classes, discovered we worked better with each other than with the other classmates, and became friends. When our second year began, I became Warren's roommate – he had been going through roommates like socks the first year; all of them eventually begged to be given another room, or moved off-campus. Warren's temper drove them mad with fear."

"His temper? He didn't seem temperamental when we met him."

"Not when he's in complete control of the situation, no. But as soon as something really annoys him, all hell breaks loose. I've seen Warren have several bouts of borderline-psychotic anger – his self-control is exceptional, but his rage is even more so. In addition, back in Salvation Town, he had cultivated the art of being frightening; after leaving that town, he didn't stop. I had cold shivers whenever I heard his practiced sinister laughter. I also remember how easily he got angry whenever anyone around him displayed stupidity – that sent him flying into rage many times, much to his previous roommates' chagrin."

"But you got along fine with him?"

"I don't mean to brag, but…I think I was the first person Warren had met in a long time that he could have what he considered an intelligent conversation with. I wasn't at his mental level, mind you – but I was close enough to be able to follow his reasoning. I even exceeded him in the area of mathematics, but that's another matter."

"About that…How smart is he, really?"

"Some people would say, 'freakishly so'. In eight years, I've seen him master at professional level knowledge that two different, reasonably bright people would have needed a lifetime for. Even more than his scientific and technological skills, though, his strategic mind was impressive – he could find a way out of any crisis, a trick to win any conflict. Plots, plots within plots, fake-outs, manipulation…In his odd way, he was invincible. Throw in his unshakable determination, and you'll understand why Bolt didn't stand a chance."

"But…Why is he doing all this?"

Isaac sighed again. "Warren is his own worst enemy. As big as his intelligence may be, his ego is bigger still. His arrogance has often led him to do things he shouldn't have. Like I said, Warren hated idiocy – he often complained about how incompetently the world was run. I suppose he's trying to establish a new world order – one where _he_ will be running things properly. He always wants to be in control – mostly because he doesn't trust anyone else not to screw up."

"I see. Do you have any idea what he's planning?"

"I'm afraid not – I'm a scientist, not a strategist. Warren and me haven't kept in touch lately – he stopped sending e-mails around the time his criminal career started."

"Well, thank you for your help, Isaac."

"You're welcome. I only hope Warren will realize before it's too late how dangerous his pride is."

Somewhere deep in the woods:

"This is even worse than the castle!" said Shrieky. "How much longer will we have to stay in this dank cabin?"

"If it's not to your liking, you are always welcome to sleep outside," answered No Heart. Neither the sorcerer nor his niece had ever been pleasant people, but the last few months had been particularly horrid. Without Beastly to shove around, Shrieky was constantly getting on No Heart's nerves – and as much as her complaints annoyed him, he was as upset about this as she was: To be kicked out of his own castle, and forced to establish a temporary base in an abandoned log cabin in the middle of the woods! And by some miserable human who didn't even have any magical powers! How could that insolent neophyte's machines hold him back, him, No Heart?

The sorcerer considered his options again. He didn't want to do this…But he saw no other solution. Checkmate Warren knew how to design a security system – none of No Heart's attempts at retaking the castle had even come close to succeeding. At loss, he cast a spell on a mirror – slowly, the image changed, as Control's handsome face appeared on it.

"Ah, No Heart. I was wondering when you'd call."

"Don't waste my time, Control. I am going to take my castle back, and you are going to participate."

"When I translate what you just said, I obtain the following: "I'm stuck, I don't know what to do, please help me". Don't try playing the authority card with me, brother. You're a _pathetic_ manipulator."

"Enough! We are to launch an attack…"

"No. Nice try, but no. This mastermind is _your_ problem, not mine. Solve it yourself."

No Heart cursed. So much for that. He tried another call – this time, the image that appeared in the mirror was that of his castle's interior. After a moment, Checkmate Warren showed up.

"If it isn't the walking bathrobe. What is the matter?"

"Checkmate Warren! My patience is reaching its end. Get out of my castle, or face the consequences!

So far, I have been too busy to take care of you properly. But this ends now. If you persist for yet one more moment, you'll have to face the wrath of _No Heart_, hate and evil incarnate!"

"If that's your best bluff, I suggest you avoid playing poker. These are empty threats, No Heart, and you know it. You don't have your shadows, you don't have your library, you don't have all the magical equipment that you had amassed over the decades…All you have is the innate power that you focus through your amulet, and we've demonstrated beyond reasonable doubt that while it's quite impressive, it's also quite _insufficient_ to get past my defense system. Would you like to get to know my _offence_?"

There was a sudden explosion. No Heart and Shrieky were thrown down. When the dust and smoke cleared, they saw the log cabin was now missing a wall.

In the mirror, Checkmate Warren gave a predatory smile. "_That_ was a low-yield missile. I have _high_-yield ones, too. Do you have but the faintest idea how many times I could have killed you by now? The only reason you're still alive is that I am not inclined to murder. Tick me off again, and _you_ will have to face _the Wrath of Warren_."

As the image faded, No Heart cursed again. How had Warren known where they were anyway? It was possible, even easy to track a communication like the one he used – but that required to at least understand the principles behind magic, even without being a wizard oneself. Perhaps Warren had studied his library?

Back at the castle, Beastly was rolling on the floor, laughing. "Oh boy! You fixed him _good_, boss!"

"Thank you. I had been hoping he'd call, just so that I could try this trick – with the data gathered from Artifact X, I suspected I could track down his communication.

But time enough for games – we have a show to prepare." He walked toward one of his laboratory rooms. Beastly followed. Once there, Warren began tinkering with a small machine.

"This one's nearly complete. It ejects a thin ray of particles at high speed; those particles are extremely unstable, and disintegrate within a fraction of a second after being ejected, releasing a very substantial amount of heat. This forms a, shall we say, "line" going from the machine and about three feet forward; a zone of very high energy."

He then activated the machine. With a hum, a three-feet-long ray of light emerged.

"Beastly? Put that log here."

After Beastly complied, Warren raised the machine, and abruptly moved it so that the ray of light went right through the log. The log was cut in two, smoldering where the ray had touched it.

"Voila! Instant light-saber! I'll have to eliminate LucasFilm's lawyers to stop them from suing, but it works. Now to test the glasses…"

In Care-A-Lot:

"On the plus side, we haven't heard much from No Heart or Cold Heart lately," said Tender Heart. "I guess Warren has given them enough troubles of their own."

"It won't last," warned Grumpy. "Cold Heart will find some other trick sooner or later, and No Heart is still powerful."

"We've always beaten them before," said Champ, who was exercising nearby. "We can handle it."

"Don't be so sure. I know your leg is better, but you can't have forgotten what happened last time."

"Point."

About then Bright Heart came. "Tender Heart? Remember how you were worried about John Bolt?"

"Yes, why?"

"He's going to be on TV tonight. There's going to be a huge conference on international security, and he's not only one of the speakers, he's also the one in charge of the conference's security."

At the conference, Bolt was having a chat with one of his colleagues.

"You know, Terri…I've given it some thought, and I think I've figured how Checkmate could know all he did on our operation. At first I thought he had us infiltrated or something…But in retrospect, I realize it was probably a lot simpler."

"Oh? Do tell."

"Well, he _knew_ the only real lead on him was Isaac Knock. He must have had him under surveillance, to see if anyone was investigating him. When he saw I was on the case, he decided to cut the chase and deal with me – he arranged for me to try to get him at FLUUTE. That lab must have been bugged for a while, even before he sent them that pawn – so once I got there, he knew what I was doing. From there, it was child's play."

"Fascinating theory…But aren't you forbidden from working on this case?"

"Well, I'm _not_ working on this case now, am I? But I do hope to change that…"

"John, with all due respect…You're taking this too personally."

"Personally? Terri, this man is a menace!"

"Yes, but he's also something else."

"What?"

"The _first person_ who really _beat_ you."

"…"

"I'm serious, John. For all of your career, you've been the invincible special agent. Now, for the first time, you've failed a mission – and you're not taking it well."

"Maybe. But it enrages me how everyone is sticking their heads in the sand. I intend to give them a little wake-up call later…"

"Careful, John. You heard the boss."

"It's idle threats. He can refuse to back me up if I go on a crusade by myself – which I won't – but he can't fire me. You know that, he knows that, and I definitely know that. I'm the best agent they have, Terri – so I can say it when they're doing something wrong."

The conference began with the heads of various intelligence agencies from different nations, as well as some police agencies, making their speeches and lectures on the matter of international security – against terrorism, against some of the more powerful criminal cartels, and the like. When it was the turn of the head of the NSA, he finished his speech by inviting Bolt to speak:

"I would now like to call to the podium someone whose accomplishments have made him a renowned hero – the few that made it to the public eye, at least. Ladies and gentleman, the man behind this very conference's security – John Bolt!"

There were many applauses as Bolt came on the stage, and stood behind the podium. He cleared his throat, and spoke into the microphone, his speech transmitted on several news networks on live (while the guests at the conference were members of intelligence agencies who dealt with secrets all day long, what was said at the conference itself was not, by any means, secret itself):

"Thank you. Now, like everyone before me has said several times, we live in a dangerous era. 9/11 is the first example that comes to most minds. And yes, like everyone said, there is a pressing need for more cooperation between agencies worldwide to combat threats to civilization. However…I believe we may be missing out on the _real_ threats here."

Murmurs rose throughout the room. He continued: "We fight terrorists, criminals and, of course, each other. But tell me…Was it Al-Quaeda that froze Springfield with a Freeze Machine? Was it the Mafia that made thousands of average citizens go berserk with a Factory of Uncaring? Was it the MI6 that threatened to take over the world, broadcasting its intentions with letters in the sky, using technology stolen from the military?

No, of course not. Those were the doings of, respectively, Professor Cold Heart, No Heart, and Checkmate Warren. Such characters are no less dangerous than any of the foes we fight – perhaps even more so – and yet, we completely ignore them." Bolt himself was ignoring the scowl of several of his superiors. "And why? Because we expect someone else to take care of them? Like, say, Care-A-Lot? I don't call that a responsible attitude. We ought to involve ourselves far more in the fight against supervillains – those that I listed are only the ones that are currently the most powerful. What of the alleged Spirit that siphoned away people's consciences' in 1985? Dr Fright? Multi-Shot?"

Bolt's speech was cut at that point, as all the lights in the room were suddenly turned off, except for those lighting the stage he was on. He quickly turned around to vaguely see someone standing in the shadows, coming from the back entrance. There were supposed to be guards there, like everywhere else. Bolt had seen to that. How…

The figure in the shadows spoke. "M-hahaha! You are _quite _correct, Mr. Bolt – I really _am_ far more dangerous a foe than your regular enemies."

"You!" Bolt's eyes flashed with anger. How had Checkmate Warren managed to enter the conference, going past all the security he had put in place? How could this man out-do him again and again? But Bolt was a man of action; he didn't spend his time musing, but took his gun out, aimed at the villain…Then, a flash of light went past him, stopping in mid-air. His gun was cut in half, and the half still in his hand was so hot, he let go of it, barely suppressing a yelp of pain.

Warren marched forward, brandishing…a lightsaber? What on Earth…

The mastermind held up his unusual weapon. "Your name is Indigo Montoya. I killed your father. Prepare to die."

As he charged at Bolt, the agent, barely dodging, wondered for a brief moment how Checkmate could hope to beat him with so many people in the room. His question was answered when tear gas began appearing everywhere but on the stage – obviously, Warren wanted it to be a duel between the two of them.

"This is terrible!" said Wish, watching the events unfold on TV in Care-A-Lot. "We've got to help!"

"Agreed", said Tender Heart. "To the Rainbow Rescue Beam!"

While Checkmate Warren, probably in no small part due to his youth, was a good fighter, Bolt himself was extraordinary. Nevertheless, he was having difficulties…Warren had had this battle planned for a while, and had the advantage of his tricks and weapon. Bolt managed to grab a chair to throw at him…Warren cut it in two in mid-air using his strange blade. Then he raised his watch – Bolt's reflexes barely allowed him to dodge as a projectile came out of it, hitting the wall in a tiny explosion. A second projectile soon followed. How many gadgets had Warren brought to this fight?

Still choking from the tear gas, Terri managed to compose the number for back-up on her cell phone – but got no reply. How could it be…?

Bolt had managed to get to the emergency fire hose. So Warren wanted to get tricky? Well, Bolt too was tricky! He prepared the hose to send a water blast at his nemesis, but at the last moment, Warren suddenly made an improbably high leap in the air, completely avoiding the water stream…then, using that watch of his, caused an explosion that destroyed the hose. Some device in his shoes? Upon landing, he drew a small tazer from his pocket, activated it, and threw it a short distance from Bolt. The agent barely managed to get away in time – with all the water there, the tazer would have electrocuted him even without touching him.

"There's no time to lose!" urged Tender Heart. "Beam us down, Grumpy!"

"I'm trying! But the Rainbow Rescue Beam is refusing to work!"

"What, now of all times?"

"It's never had great timing before, you know!"

As the duel went on, Warren mocked his foe:

"I'm superior, you're inferior

I'm the big attraction, you're the small

I'm the major one, you're the minor one

I can beat you shootin', that's not all

Anything you can do, I can do, better

I can do anything better than you!

Anything you can be, I can be greater

Sooner or later I'm greater than you!

Any plot you can hatch, I can plan smarter

I am five-and-a-half times smarter than you!

Any trick you can use, I can use faster

Because I am so much slyer than you!"

Using a chair, Bolt managed to break a window, and grabbed some shards to throw at Warren. The mastermind, anticipating his move, countered him by using his blade to cut free the higher end of the podium, and using it as a shield. Bolt noticed a bottle on the buffet table…If he used it together with a lighter, could he pull a fire-breathing trick, using his mouth as a makeshift flamethrower? He ran toward it…But in doing so, passed near a portion of "wall" that didn't connect to anything except the floor. It had been placed there for decorative purpose, and to allow a speaker to come from the back door and go directly to the podium. Warren chose that moment to activate the gadget in his new glasses – two laser beams came out, one from each side, both of them connecting with John Bolt. The lasers weren't powerful enough to hurt him…But the electric discharge that followed them was. He fell to the ground, twitching. Warren took advantage of that opening to rush in his direction…But instead of slicing Bolt open, he went to the sub-wall, cutting it at its base. He quickly moved out of the way, as the wall fell down. Still hurting from the electric shock, Bolt summoned all his strength to get out of the way – to no avail. The wall pinned him down, with only his head and torso emerging.

Victorious, Warren stood in front of his foe. "You've fought well, John Bolt – but not well enough. No-one can stop _me_ – never before, and _never after_!" He then erupted in a blood-chilling, manic laughter. Next thing, as the tear gas was clearing, dozens of security agents emerged, guns pointed at Warren. They were obviously afraid, but were aiming nevertheless.

"Checkmate Warren! Throw down your weapon!"

"Which of them?" he mocked. "Now, if you'll excuse me, I don't have time to play with the little league – there is business for me to attend to."

Suddenly, smoke appeared where he had been standing. Some kind of smoke grenade. The agents shot – dozens of bullets went through the smoke. When it cleared, there were dozens of bullet impacts in the wall – but of Warren, not a trace.

Bright Heart had joined Grumpy in his attempts to get the Rainbow Rescue Beam working – though he simply couldn't find an explanation for the sudden malfunction.

"Hey, I think it's doing something…"

It did indeed, as something suddenly materialized in the Hall of Hearts – Checkmate Warren, still holding his energy blade. The bears and cousins jumped back in surprise.

"What, no "hello, Warren", no "long time no see, Warren"? Where have your manners gone?"

"Wha…What are you doing here!"

"Oh, I might have…tinkered with the Rainbow Rescue Beam a little back when I captured you. Precisely for this kind of situation."

"So _you _were the reason the Beam wasn't working!" said Grumpy. "You had it under your control!"

"Correct. As a matter of fact, I still do."

As he said that, the Rainbow Rescue Beam came to life again – but was interrupted as Swift Heart, moving so fast she could barely be seen, tore some components from inside it.

"Guess you're not going anywhere this time!"

Warren laughed. "You think I only have plan A_s_? I don't _need_ your teleporter to get away." He then swung his energy saber, slashing the ground; as the bears and cousins retreated, wary of the weapon, he repeated the operation two more times, cutting a hole in the floor he was standing on – then falling with it into the void. The champions of caring rushed to the hole to watch – they saw him falling a good distance before some device he had on his back deployed into a hang-glider, with which he got away.

"Say what you want, he's skilled", mumbled Tender Heart. "Bright Heart, Grumpy – can you beam us down now?"

"Just give us a minute or two. It looks like the emergency's passed anyway, I think."

By the time they reached the conference (or what remained of it), Bolt had already been pulled from under the rubble, and was getting first aid.

"He humiliated me. In front of everybody, even the cameras. Why is he spending so much effort attacking me?"

Turning toward Tender Heart, he said: "Thank you for coming, even if you couldn't make it fast enough…"

"We tried using the Rainbow Rescue Beam – you know, the teleport machine we use for emergencies. Apparently, he had it under his control. That's how he escaped from here."

"_Oh_. That explains it. But how come no help came from the outside? I mean, that fight must have lasted ten minutes! Why didn't the NSA have a strike team coming?"

"They couldn't," said Terri. "All the NSA's systems went down a moment before he appeared."

"**What**!"

"So did those of the CIA, the FBI, and every other acronym. And not just in America – I'm talking about every intelligence agency in the world. They only came back a moment ago."

Bolt didn't say anything at first – when he did, he was still in shock: "Oh dear, oh dear, oh dear…That's…That's impossible! No-one can crack the security of every agency in the world – that's _absurd_! I mean, maybe a really, _really_ good hacker could break our codes – but not those of _everyone_! The very suggestion is _ridiculous_!"

"And yet, it happened."

"Something else is off in the whole deal", said Bright Heart. "I mean, sure, Warren took a lot of precautions – but even like this, the fight you had seemed pretty reckless of him. Isn't he more careful than that? I mean, there was a chance you might beat him…"

"No there wasn't" came Checkmate Warren's voice. They all jumped, then looked around – then realized in amazement it was coming from Bolt's watch.

"I can't believe it," said Bolt, "you switched my watch while I was showering!"

"Yes, the fact that you were here all week preparing the security for the conference gave me opportunities. But you're correct, Bright Heart – I'm not one to leave my opponents a chance." As he said that, electricity surged from the watch, shocking Bolt again.

"Are you all right?" asked Wish.

"I…feel like a light bulb" said Bolt, wincing from pain. "That son of a gun…He kept it as a failsafe in case I started winning!"

"Okay, so that was a bit less reckless", admitted Bright Heart. "But still, it doesn't make sense. Why even attack you in the first place? And at this conference no less?"

"It's all about fear and power", said Bolt. "Power is mostly in people's heads. If they fear you, then they'll obey you."

"Of course!" exclaimed the raccoon. "He attacked a renowned hero in public, used plenty of really impressive gadgets…He was _showing off_! He wanted everybody to know he was unstoppable – that's also the reason he uses that flashy countdown to checkmate. Or the sinister laughter. He's doing it for mass psychological effect!"

That was when Bolt's boss came: "It's not over. Missiles from three different bases of ours have been launched in the direction of No Heart's castle. They should hit it in 45 minutes."

"About time!" said Bolt. "You should have done that _years_ ago!"

"You don't understand. We didn't launch them. They launched _themselves_."

On TV, the news anchor was narrating: "The military have refused to comment on the launch of three missiles from three different bases in the direction of the castle of the sorcerer No Heart, which allegedly serves as headquarters currently to the criminal known as Checkmate Warren. Some have speculated that this attack has been launched in retaliation for Checkmate's attack, half-an-hour ago, of the International Security Conference; however, the plot thickens when you consider that several news network, including this one, had been tipped earlier concerning events that were about to happen at those bases. Back to a footage of the missiles' launch…"

Flying at several times the speed of sound, the missiles were approaching the ancient, flying castle. From the ground, special equipment was used to film the scene. Closer and closer, the missiles approached…Suddenly, lighting struck, starting at the castle and connecting to one of the missiles. The missile immediately exploded. The two others were destroyed in the same fashion in the following seconds.

Back at the NSA, Bolt's superior was explaining the situation to him:

"We're guessing _he_ tipped off the news network about the missiles – and _he_ launched them against _himself_, after hacking into the bases' mainframes. Our tech guys figured out how he destroyed the missiles…Some twin laser beams connect to the missile, ionizing the air, and turning it into a conductor; then he passes an electric current through the air in the lasers' paths, electrocuting the target. He probably used a miniature version in his glasses against you – but the main one in his HQ uses the electricity from the clouds surrounding the castle."

"Wonderful. That must be his way of showing us he's invincible – with that electro-laser, he can stop any attack we launch against him. If you had _listened_ to me, we would have gotten rid of him _before_ he had that contraption ready! Now it's too late!"

"What makes you think he didn't have it ready since the say he took over the castle?"

"Maybe. But, one thing I'd like to know…How in bruised purgatory did he hack our systems!"

"Well…We think we've figured out his trick."

"Do tell. I _have_ to hear _this one_."

"Well, apparently, he's been using forged identities to work for several software firms that specialize in anti-viruses for the last few years. At each one, he got paid like three programmers, and did the work of ten. He produced some excellent coding – we suspect he may have also deliberately designed viruses that only his programs could stop. Bottom line, he got to the point where everybody used one or another of his anti-viruses."

"Don't tell me we used programs with backdoors. The tech staff wouldn't have missed something like that."

"Those weren't backdoors – he just designed cleverly-hidden blind spots, that could be used by a really clever virus to go unnoticed. It seems like he released a few days ago a virus that used that blind spot to spread on every computer it could. The _virus_ created a backdoor for him – _that's_ how he hacked our systems." He pointed to a computer screen; on the monitor, there was a message: "MATE IN ONE."

"Hey, just a second" said Bolt. "If it's a fast-spreading virus…Then does that mean it's not just us intelligence agencies?"

"No, John – it's most of the computers _in the world_."

"Wonderful. How long till we get rid of it?"

"The techs are working on it, but…They're saying any attempt to remove the virus results in further damage. They say it might take weeks to finish."

"And until then, that fathermucker has us by the throat. He knows most of our secrets now, and those of our rivals. Mate in one. Mate in one."

Author's notes: Warren's "Indigo Montoya" line is a modified version of a famous quote from "The Princess Bride". His 'lightsaber' is obviously inspired from those of "Star Wars", though the idea for making it work is original. His little song is taken from "Anything You Can Do, I Can Do Better" by Irving Berlin.


	7. Chapter 5: Chemical Winter

**CHAPTER 5 : CHEMICAL WINTER**

"Further reports on the world-wide panic, as the countdown to checkmate approaches zero: In New York, several cases have been reported of people too afraid to leave their own homes. In Montgomery, Alabama, a militia called "the sons of freedom" including over 70 members has formed, for the express purpose of defending themselves in case of invasion by Checkmate Warren. In San Francisco, a power outage caused over 30 000 people to descend in the streets and attempt to flee the city, as it was believed to be the final phase of Checkmate's master-plan; city officials have now stated that the outage was due to an unrelated malfunction. Stores nation-wide have reported a rise of over 300 in sales of portable generators, hunting weapons, canned food, and other survivalist equipment. The terror alert status has been raised to red.

In international news, fear appears to be rising everywhere. A fight over supplies in a supermarket has resulted in 8 lightly wounded in St-Petersburg, Russia. A scandal has erupted in France over the words of the prime minister, who suggested that the nuclear option remained open in case of attack; in face of large protests, he has replied that his words had been misunderstood, and that launching nuclear warheads toward inhabited areas wasn't being considered in any of the potential scenarios. In the French Alps, a group of volunteers have formed a militia under the guidance of a few veterans of the World War II Resistance, but report that their numbers are disappointingly low. A diplomatic crisis between Israel and Iran has erupted after an Iranian sheik has accused the Israeli government of being in league with Checkmate Warren; Iranian officials deny any support to these claims. Rome officials have reported a very large increase in the number of pilgrims to the Vatican…"

Tender Heart turned the TV off. "Amazing. Some people are defiant, but…Almost everybody is scared stiff. I've never seen anything like it."

"For that matter, I don't remember any villain making this much noise," said Proud Heart. "Cold Heart and No Heart caused trouble every now and then, but the news barely mentioned them. Now, they can't shut up about Warren."

"That's because of the way he did it", said Cheer. "The flashy ways he tells the world the countdown is progressing, the sinister laughter, fighting in front of the cameras, the missiles…No Heart never tried to impress the world, just hurt it."

"While Warren wants to rule it" concluded Bright Heart. "He _needs_ people to fear him."

"Then maybe that's the way to stop him?" suggested Brave Heart. "Tell people not to be afraid?"

"But they have good reasons to be afraid" answered Grumpy. "You've seen what he can do…"

In a huge skyscraper, No Heart's brother Control was addressing a corporate board room:

"Ladies and Gentlemen, in order to reach people, we must always take into account the current mood. Right now, people are _afraid_; they want more than anything else to feel safe – or at least for the crisis to pass, ending this nerve-wrecking anticipation for disaster. We must thus focus on these feelings – our marketing efforts must make people associate our services with safety, or with release from anticipation, whichever is more appropriate. You know what to do – go at it."

As they left, he turned to his secretary: "Ms Smith, I want a full report on Checkmate Warren. Every bit of information you can find will be required. You'll have at your disposition up to a million dollars in bribe money and other expenses to access the information, as well as Arnold's assistance."

"Yes, Mr. Quentin."

At the ProtoChem factory, the director looked up as a tall, old man with a white beard entered his office.

"Ah, professor Armitage. A pleasure to finally meet you in the flesh." _"Although your sense of fashion seems somewhat outdated", _he thought.

"The pleasure is all mine, Mr. Lockhart" answered the old man. "I took the scenic route through your factory – the work you do with chemicals is quite impressive."

"Why thank you. Yes, ProtoChem prides itself in being able to produce just about any chemical industrialists need nowadays. But I believe you've probably heard our company mottos enough to get sick of them."

"Never mind that. Tell me – are the chemicals for our little project all in place?"

"Fredersen sent them, and we got them this morning. I must say, Armitage, I usually ask new clients to pay in advance for this kind of work…But since Fredersen vouched for you, I'll trust his judgment."

"And for that I'm grateful" answered the professor. He then removed his right glove, revealing an oddly-colored hand. "Shall we shake on it?"

"Sure – oh dear. Your hand…It's blue!"

"It's a medical condition. Pay it no mind."

Lockhart hesitantly shook the professor's hand…But as he did, he suddenly felt himself growing cold. _Very _cold. He quickly let out an anguished yell before being frozen on the spot, looking like a living statue with small icicles coming down from it.

Chuckling, the professor removed his fake beard. "You were right on one thing – I _was_ getting sick of your motto." He then dialed a number on the director's phone:

"Auntie Freeze? I'm at the factory. The director has been taken care off – with the beard and make-up, no-one suspected a thing."

"Good, Professor. What should we do with Fredersen's son?"

"Leave him there; we don't need him anymore. But come quick; I'll need both of you here. When we're done, the world will never be the same again!"

Flying above the large city, a cloudmobile was carrying two passengers.

"Well, that wasn't the hardest mission we've had lately" said Bright Heart.

"Yeah," concurred Brave Heart, "I wish everything was this easy…"

He was interrupted by Bright Heart's ringing phone:

"Yes?"

"Bright Heart, this is Tender Heart. The Caring Meter has detected another emergency, and you two are closest to it. The coordinates are…"

Five minutes later, the two Care Bear Cousins reached a house that looked abandoned; the lawn wasn't mowed, the hedge appeared neglected…Curious, the raccoon pushed the door. It wasn't locked.

As they progressed through the corridor, Brave Heart said: "Do you think anyone actually _lives_ here?"

"I don't kno – wait. See this spot? There's no dust. Someone must have moved something _recently_."

"Right. But…"

"Looking for someone?"

They both looked up – Checkmate Warren was standing at the other end of the corridor. He was holding a small metallic object in his hand.

"**You**!" exclaimed Brave Heart, furious. "**I've had it with your tricks! I've had it with you manipulating us all the time!**"

Filled with righteous anger, the lion charged at the mastermind. An instant later, the mastermind had him pinned to the ground.

"It takes more than just rage to win, little lion. Remember this: I'm 5 times bigger, 10 times stronger, 15 times meaner, and 20 times smarter than you. Tick me off again, and you're a dead lion 25 times over."

"Don't hurt him!" pleaded Bright Heart. As the human let go of his captive, the raccoon went on: "What is it this time? Who are you holding here?"

"Holding here? Absolutely no-one. I assume you're referring to your caring mission?"

"The Caring Meter detected – wait. This whole thing was a trap of yours, wasn't it?"

"Of course. I know the frequency you use, and the voice-altering software at my disposal can easily imitate Tender Heart."

"Would it be too optimistic not to assume you did this to capture us?"

"Not at all. I just wanted to talk."

"_Talk_! You could just call, instead of doing all these mind-games!"

"True, but where's the fun in that? Now follow me," he put the object in his pocket, then opened the door to the room at the corridor's end, "I've got to show you a few things."

As they came in, Bright Heart noticed the machines lying around: Nothing big by Warren's standards, but definitely something…

"What _is_ this place?"

"One of the countless secondary lairs I maintain. I'll have to scrap it after we leave, but its use had expired anyway. Now, the reason I called you here…There's something somewhat alarming going on."

"Beside your countdown?"

"Beside my countdown, yes. Tell me, when was the last time you've heard from Professor Cold Heart?"

"Um…That was back in Rainbow City. He hasn't come up since."

"Correct. _I_, on the other hand, took advantage of his presence in Rainbow City to put some bugs on his belongings and those of his henchmen, and have been trying to keep track of what he was doing."

"That shouldn't be too hard for you. Cold Heart Castle…"

"…is not his current address. While he was busy elsewhere – courtesy of Villain-dot-com – I took the liberty of raiding the castle, taking everything that could be useful to me, destroying everything else that could be useful to him, and filling the area with new traps. He can't even go there anymore."

"I should have guessed."

"I've been checking up on him – apparently, he hasn't taken his recent humiliation very well, and was intent on weaving a plan that, according to him, dwarfed all his previous efforts. Unfortunately, I lost contact around the time of the fight at the conference – I was too busy preparing my own plots to worry about his. He has disappeared."

"So you don't know what he's up to?"

"On the contrary. I have taken advantage of my new power over the Internet to search for clues. One of my research methods involved a program I've improved upon – originally designed to differentiate writing styles. I've modified it to look for Cold Heart's characteristic prose – every man writes in a unique way, after all. I've been running this program, and it recently found _this_."

Images appeared on a large computer screen. Most of it was text. The two Cousins leaned forward to look.

"Apparently, he's created himself the identity of professor Armitage, chemistry genius and environmental activist. Over the last couple of months, he has made good use of his manipulation skills, getting various chemistry experts on the web to brainstorm on an idea he proposed: Project Whitehouse."

"Whitehouse?"

"Yes. Tell me…What do you know of the greenhouse effect?"

"It's very simple", answered the raccoon: "In a greenhouse, the glass walls allow sunlight to get in, bringing heat; but since air can't get through, they prevent the heat from getting out. Global warming happens because greenhouse gases in the atmosphere let the sunlight in, but don't let the heat – under the form of infrared light – get out."

"Exactly. Well, Project Whitehouse's official goal is to fight global warming by countering this greenhouse effect. To this end, Professor Cold Heart – with his manipulated help – has designed Whitehouse gas. I've hacked into a few Cray supercomputers to assist my own in a simulation of the gas's effects:"

As a demonstration played on the monitor, the mastermind went on: "Once released into the atmosphere, the gas spreads out quickly, carried by the winds. Its chromatic nature makes it a far brighter white than the water vapor of which clouds are made – even a relatively small amount of gas would be enough to reflect a substantial amount of sunlight back into space, preventing it from reaching the ground."

"Wait, wait, wait…Wouldn't you need _huge_ amounts in order to change weather patterns?"

"Where have you been for the last twenty years, frozen in time? You don't need a lot to change the weather. A few kilotons of Whitehouse gas would only prevent a very tiny fraction of the sunlight from reaching us, but even such a tiny fraction would be enough to make a huge difference: Within months, temperatures worldwide would drop by several centigrade degrees; glaciers in the North and South would progress; with the change in temperatures, wind flows would be modified, turning the climate upside-down; natural disasters would occur in areas not prepared for them; the fauna and flora would be greatly damaged. Cold Heart's plan isn't just to counter global warming, but to severely overshoot it, plunging us into a new ice age. The damage would amount to millions, maybe dozens of millions of dead; hundreds of billions if not trillions in property damage; an ecological catastrophe." As he spoke, the simulation on the computer echoed his words, showing the barren landscapes, as entire ecosystems withered and died from the temperature shift.

"He – he can _do_ that?"

"Bright Heart, _I_ could do it. _Easily_. We can assume that _he_ could do it with a lot of effort." Warren looked pensive for a moment. "We'll have to work together on this, Bright Heart. We have our disagreements…_You_ want to spread love to the world, _I_ want to take it over, but we cannot allow Professor Cold Heart to _destroy it_."

Bright Heart seemed hesitant. "I don't know about this, Warren. Last time you told us about one of Cold Heart's plots, you played us all like a fiddle. How do I know this isn't just another one of your tricks?"

"Simple answer: You don't. I could argue that, had I wanted to manipulate you, I could have done it far more subtly…But that, too, could be a trick. But tell me…What's worse? The risk of being a pawn in another one of my plans…Or the risk of letting Cold Heart force an eternal winter upon the world?"

Brave Heart watched as his friend sank into his thoughts. He could tell what went through his head…On one hand, every encounter the family had had thus far with the mastermind had resulted in Warren successfully completing one of his plots, more than once using them as his pawns. On the other hand…Cold Heart was dangerous. One of the most terrible foes the family had faced. Could they really risk letting _him_ complete such a twisted plan?

Finally, Bright lifted his head: "How can we stop him?"

"We have to find him first. The actual production of Whitehouse gas will require taking over a large chemical plant – he needs to produce kilotons of it, after all. I've made a list of every such plant on the continent, as well as a list of those outside it – though I doubt the Professor will actually attempt working outside the country. What we need is for your family to search them – with cloudmobiles and the Rainbow Rescue Beam, you can do it faster than anyone else, but you'll still need to hurry, and devote all of your efforts to the task. Once we find where he is, we'll have to destroy the Whitehouse gas before he releases it. I'll require your assistance here, Bright Heart."

"What? Why?"

"Because, while your intellect is far behind mine, you are nevertheless a scientific genius on Cold Heart's level, and I'd rather have you help me with the intellectual aspects of the task at hand. When the world hangs in the balance, you don't take chances."

Bright Heart looked at Brave Heart, uneasy. "Brave Heart…Tell the rest of the family."

"You really think we can trust him?"

"Not really. But what else can we do?"

Soon enough, multiple cloudmobiles and rainbow-rollers flew out of Care-A-Lot and the Forest of Feelings. Uneasy as they were with Checkmate Warren's involvement, they were all determined to find Professor Cold Heart before it was too late.

We gotta get together 

_We gotta use our minds_

_We gotta find this man_

_And there's not much time_

_We gotta travel light_

_We go from place to place_

_Asking everybody "have you seen this face?"_

_Has anybody seen this man_

_He's so old and tall_

_Has anybody seen this man_

_He's so smart and cruel_

_We might have to look all over the world_

_Has anybody seen Cold Heart_

_Here's a little picture_

_For a quick reminder_

_I'm hoping you might have a clue_

_Does he look a little bit like someone you saw?_

_Does he look a little bit like you? _

_Has anybody seen this man_

_He's so old and tall_

_Has anybody seen this man_

_He's so smart and cruel_

_We might have to look all over the world_

_Has anybody seen Cold Heart _

_Has anybody seen Cold Heart_

While the search was progressing, Bright Heart and Checkmate Warren were working at Warren's secondary lair.

"Why do you do this?" the raccoon suddenly asked.

"Which action are you referring to? I do more than one thing that leaves people quizzical as to my motivations."

"I'm talking about the villainy. In the last few months, you've…Well, you made a pact with an ancient evil sorcerer. Then you betrayed him first chance you got. You held Care Bear cubs hostage. You forced us to fight your fights for you. You stole machines, research, and probably more. You hurt and humiliated Bolt – twice. You played with biological weaponry. You broke Champ's leg. You used the Army's missiles. You hacked most computers in the world. You covered the entire world in a blanket of fear – have you seen how people are acting? They're terrified! Why do you _do_ these things? You said you wanted to take over the world. Why? Don't you care about all the people you're hurting?"

"Truth be told, I've never been the greatest fan of my fellow humans. I will also freely admit that my empathy is somewhat lacking. But everything I've done, I've done because it was necessary for my plans. I don't _hate_ you, like No Heart does. I don't hurt you for the hell of it. I hurt you because you're standing in my way."

"And you're okay with hurting anyone who stands in your way?"

"There are limits. I prefer avoiding collateral damage when I can. And quite frankly, I have more respect for you and your family than you probably think."

"You do?"

"But of course. As sickeningly saccharine as you may be, you're also true to your ideals, and consistent with your morals. That's more than can be said of most people. However, if successfully completing my plan requires for me to become your worst nightmare, then so be it."

"Again, why? What makes your plan so important that you're willing to act like a monster to complete it? Power never made anyone happy."

"When did happiness come into the equation? My plan never aimed at such objectives. There's more to life than happiness."

"Now I just don't follow."

"You'd understand if you worked for WebKnot."

"Huh?"

"Never mind. Let's just say I find our world…unsatisfactory. My plan will allow me to remedy to that."

"What…"

"Hush. We can keep discussing my motivations till the world ends…But that will happen rather soon unless we succeed in our current endeavor."

"Right. Well, according to my calculations, the Whitehouse molecules should break into their individual, mostly harmless constituents if subjected to a heat of 600°C or more."

"Then our results match. Excellent – destroying the gas should be easy enough."

"But isn't he making kilotons of the stuff? We'd need a lot of heat to destroy that…"

"The Care Bear Stare will be more than enough."

"Maybe…But you seem pretty confident in our power. We've never used it to create extreme temperatures, you know."

"Please. I've briefly studied your abilities. I've seen you at work, I've analyzed your DNA, I've observed Paradise Valley…"

"Hold it. You knew about Paradise Valley?"

"It's a small area, Bright Heart, but sooner or later people were bound to find out about a tropical micro-climate that was somehow maintained within an arctic environment. Surely you realize the amounts of energy involved are immense? All that power generated by nothing more than a couple of tummy symbols. Believe me, Bright Heart – what you have is among the greatest powers on Earth."

The raccoon seemed pensive. "Hm. To be honest, I never really understood how it worked…It _is_ powerful, like you say. We've been able to hold even No Heart at bay with it…"

Elsewhere, the search for Cold Heart was progressing.

"This is Gentle Heart. I checked at the Goldman-Kent plant, but they weren't there."

"Birthday here. I just reached the ProtoChem plant. I'm going inside."

As the bear entered the plant, he saw much activity. The workers were hard at work, preparing huge amounts of whatever it was their vats contained. But something was off…The workers seemed _afraid_.

"Hi. Are you okay?"

Two workers turned, surprised.

"A Care Bear!"

"Yeah. Birthday Bear, at your service. Is everything all right?"

The workers seemed hesitant. One of them decided to take a chance:

"Professor Cold Heart. The mad scientist. He's here. He froze the boss, and a couple of others. Said he'd freeze us all if we didn't do as he said. He's got us working on something…He called it Whitehouse gas, or whatever."

"That's what we thought. Don't worry, we'll free you."

"That's not all. He also had that midget and some woman who could turn invisible patro…"

Before the worker could finish off, a ray of frost hit Birthday from behind. Before the bear could even yelp, he was frozen in place. Auntie Freeze, dropping her invisibility, appeared behind him.

"Well, well, well. Were you trying to warn a Care Bear about the Professor's plan?"

"I – please – don't…"

The worker was made silent as another ray of frost came out of Auntie Freeze's eyes and struck him.

Back in Warren's lair, Bright Heart was examining the weather simulation.

"It looks correct to me. Scary to imagine how much damage Cold Heart could cause. But don't those simulations take a lot of calculation power?"

"I told you, I hacked into some supercomputers in addition to my own."

"About that…Where did you get supercomputers? Did you steal them?"

"No, I made them myself…Or rather, I made them out of a network of regular computers."

"Which you got how?"

"Why do you think I have automated factories over the continent? There are things I need to build on a massive scale. Those "Mate in two" flyers, computers for my network, weapons…You get the idea.

By the way," he spoke into Bright Heart's communicator, "how's the search progressing?"

"We've searched about two thirds of the plants. Still no trace of Cold Heart."

"Fine. Incidentally, has anyone failed to report?"

"What do you mean?"

"What I'm asking is, has anyone disappeared while checking a factory?"

"Um, I don't know…Let's check."

A quick verification allowed them to realize that Birthday had gone missing while examining the ProtoChem plant.

"There's no time to lose," said the mastermind. "Everyone converge there. Grumpy, use the Rainbow Rescue Beam to send Bright Heart and me there – our scientific expertise may prove vital."

As the rest of the family was scrambling to reach the plant as fast as they could, Bright Heart, Friend, Lotsa Heart, Playful Heart, Loyal Heart, Good Luck, Love-A-Lot, Funshine, Wish and Warren were assembled in front of the gate.

"Should we wait for the others?"

"Negative", answered Warren. "We don't know how much time is left before the Professor unleashes the Whitehouse gas. We have to act now."

"What if it's too late?" asked Bright Heart. "What if we can't prevent the gas from spreading?"

"Hm…Good question. I guess we could try to position a huge aluminum foil in space to reflect a little bit of additional sunlight back to Earth, to counter the gas's effect. But as for the task at hand…Take these thermal protection units. They're the same as those I gave you in Rainbow City, and will prevent us from being one-shotted with a ray of frost."

"So how do we do it? Should we try to sneak in from a back door?"

"Of course not," said the mastermind. "If Cold Heart has captured your friend, then he'll be _expecting_ you to sneak in. As long as you do what your foe expects you to, you're at a monumental disadvantage. I favor a somewhat different approach. Follow me."

Hesitantly, the others did as he said. He led them to the plant's parking lot, where he chose a large car, broke its window, and sat in the driver's seat.

"Get inside."

"Okay, but for…Hey, what are you doing?"

"As you can plainly see, I'm hot-wiring this vehicle."

The bears and cousins felt some surprise as he started the car, then crashed it at full speed against the gate. The gate broke down, allowing them to make a shocking entrance into the plant.

Cold Heart, surprised by the unusual tactic, yelled: "Frostbite! Auntie Freeze! Stop them!" Then, looking as the passengers got out of the car, he recognized both the denizens of the Kingdom of Caring and the criminal genius. "You! You've meddled with my plans one too many times!"

Ignoring the professor and sporting a predatory grin, Warren looked around…Then lifted a tazer, seemingly hit in the air, and apparently electrocuted something invisible. "I can see you just fine with these glasses, Auntie Freeze. I made some tests back in Rainbow City – you don't reflect visible light, but ultraviolet is another matter altogether."

Scared away by the Care Bears' Stare, Frostbite hid behind a corner. Furious, Cold Heart ran toward a control panel, and pressed a few buttons. A mechanism poured chemicals into a huge vat. A hissing noise came out of it, as white vapors started emerging.

"You're too late! My Whitehouse gas heralds a new ice age!"

"Then waste no time", said Warren to his allies.

"3, 2, 1, Stare!" The powerful ray hit the vat. Heat increased considerably; after a few seconds, the vapors coming out of it switched to a dark gray.

"Damn you!" cursed the mad scientist. "You'll pay for this!"

"So you say," said Warren. "But you fail with perfect consistency. As is sometimes said…Quitters never win; winners never quit; but those like you who never win and never quit are _idiots_!"

Cold Heart looked at his assistant. "Frostbite, throw that red barrel into the vat next to you!"

As the dim-witted henchman complied, flames started erupting from the vat.

"Sodium" observed Warren calmly. "Highly reactive, very dangerous. Do as I say or the whole place will burn down."

With the bears, cousins, and some of the workers following Warren's instructions, a disaster was avoided…But the icy trio had made its getaway in the meanwhile.

Soon afterward, several frozen human beings as well as Birthday were found, and subsequently thawed out, courtesy of the Stare.

Hesitantly, Bright Heart addressed their unlikely ally. "Thank you…I guess."

"No need to thank me. I don't want to see this world further ruined."

"About that…Some Whitehouse gas was released before our Stare overheated it. Do you think…"

"No. A few cubic meters can't make a noticeable difference in temperature."

"That's what I thought too. Well…Good-bye."

Activating his communicator, he said: "Beam us up, Grumpy."

But just as he said that, he saw Checkmate Warren lunging at them. The next moment, courtesy of the Rainbow Rescue Beam, they were in the Hall of Hearts with Grumpy – but due to the proximity, Warren had been teleported too!

"What…"

They never got to finish the question. Smiling diabolically, the mastermind let a small smoking object fall to the ground. The bears and cousins were knocked out in an instant by the gases.

"This is like shooting paraplegic fish in a barrel with a missile-launcher," reflected the mastermind.

"C'mon! Wake up!" the unconscious bears and cousins were woken up by some other family members, who had just come back from the search with their cloudmobiles and rainbow-rollers. "What happened?"

"Warren…He managed to follow us on the Rainbow Rescue Beam…Then he used a gas to knock us out…"

"Warren again! Spread out – search for him!"

A while later, the family was spread over Care-A-Lot and the Forest of Feelings, looking for the arch-villain. Back at Gram's cottage, Hugs and Tugs were growing restless:

"This is boring, Tugs."

"Yeah. Hey, I know! Let's help look for Warren!"

"But Tugs, isn't that dangerous?"

"Don't worry Hugs – I'll protect you!"

"Okay."

Somewhere below the Forest of Feelings, Gentle Heart was talking inside her communicator:

"I'm in the caring crystals mine. I'll call you if I…"

"Hello."

"Aiie!" the lamb yelled in surprise, as the mastermind appeared from behind a corner. Her communicator fell to the ground.

"You, you…"

"Hey hey hey, no need for gloom!

Cheer up dear, and face your doom!"

Gentle Heart gulped. "You – stop where you are."

"Hm…No, I don't think I will. Ask again at another time."

"I can stop you!" she said, gathering her courage, as her tummy symbol began glowing.

A few minutes later, the rest of the family, alerted by Gentle Heart's initial yell, was rushing inside the mine. Once there, they were surprised to find the lamb tied upside-down to a support beam with what looked like Checkmate Warren's necktie.

"Gentle Heart!"

"Blood…Rushing to brain…"

"What happened?" asked Playful Heart as he began untying her.

"He's…Pretty fast."

Some additional minutes later, as they kept progressing, they finally found the mastermind, near a mass of crystals. He was wearing latex gloves, and had apparently just put an amount of crystals into a small bag.

"Ah, there you are. What took you so long?"

"Enough!" said Noble Heart. "I don't know what you're doing, but stop this immediately!"

"In case it hadn't become obvious to you by now," said Warren as he put the bag in his pocket, "I have a tendency to disobey your orders. Why you keep giving them is anyone's guess."

"I can't believe you did it again!" said Bright Heart. "All that manipulation to get here…"

"Don't exaggerate. I didn't make up the threat of Cold Heart's plot. As for getting here, I could have done it more discreetly under the cover of the night had I chosen to. Hitching a ride on the Rainbow Rescue Beam was merely a little time-saver."

Realizing that they wouldn't win without a fight, Noble Heart and True Heart gave the order to attack:

"Care Bears…"

"Care Cousins…"

"Stare!"

"Call!"

The powerful ray erupted…And broke a support beam. Warren had simply side-stepped. They re-aimed the Stare to hit him…But he put his hand forward, and, somehow, the Stare was stopped in mid-air, a few inches away from his hand! The champions of caring felt their hearts sank – that had never happened before!

They kept pressing on – to no avail. Finally, they collapsed from exhaustion. Bright Heart then saw that Warren was holding in his hand the same metallic object he had held in his lair; it was open now, and he could see, encrusted in it, a familiar stone:

"The uncaring crystal!"

"A fragment of it. Its radiations cancel emotions and feelings, which happen to be the very components of your Stare. As such, this little hand-held shield can block your attack. Now, since you're too tired to keep fighting…"

"We're not tired!" came a voice. Tugs, followed by Hugs, ran past their family and toward Warren. "You'll never get away with this!"

"Why do you keep saying that, no matter how often I demonstrate the statement to be inaccurate?" asked Warren. The cubs ran at him, then jumped in an attempt to catch his hand-held shield…But he simply lifted his arm, and they grasped at thin air. Carried over by their inertia, they hit the mass of caring crystals at the other end of the room.

"Brave, but foolish" said the mastermind. "Now if you'll…" he suddenly stopped, as a creaking noise began. "Move out!" he yelled, lunging at the cubs, and pushing them out of the way at the last minute as a part of the mine collapsed; with the support beam broken earlier, the large amount of caring crystals weren't held in place anymore; they fell on the mastermind, burying him under their weight.

When the dust cleared, the bears and cousins saw a huge pile of crystals, under which their foe was supposedly buried.

"Warren? Are you okay?"

"Like…I've been run over by a train" came his muffled voice, as he slowly emerged from the pile. He was covered in tiny crystals.

"Uh…How are you feeling?"

"It takes more than simple caring crystals to stop me, if that's what you're thinking" he said, dusting himself off. He then gave them a menacing glare – but they felt they could see some sadness in it this time. "I'm leaving now. Do not attempt to stop me."

Unsure of what to do, they stepped aside as he walked forward, then away from them…But then, Hugs ran to him and grabbed his leg.

"Wait!" cried the cub.

"Hugs…Let go of me immediately, or…"

"Why did you save us?"

"That mass would have been enough to kill a being of your size. As a human adult, I could take it without any real risk."

"But why? I thought you were a bad guy!"

He sighed, then turned and kneeled to face her. "It's more complicated that that, Hugs. You…You can't just classify all villains as bad guys. Sometimes, to do the right thing, you have to do something unsavory. Playing nice isn't always enough."

"I don't get it" admitted the cub. "But I know you're a lot nicer than I thought." She then hugged him. He did nothing for a moment, then hugged her back. The rest of the family could sear there were tears running down his cheeks. He then got up.

"I'm sorry for your trouble…But I must go."

"Can't you stay?" pressed on Hugs. "We could be friends…"

"I wish it was possible, Hugs. But alas, duty calls…I fear I have greater priorities." Facing the rest of the family, he said defiantly: "I say it again…Do not attempt to stop me. I may not be at my peak, but I can still take you all."

A while later, the mastermind returned to what had used to be No Heart's castle.

"Boss! You're back…" exclaimed Beastly, before noticing the countless glimmers on Warren. "Hey, are those…"

"Caring crystals, yes. I had an accident. It is inconsequential, however, as I have attained all my objectives. Now, if you'll excuse me, I need to take a shower. A long, intensive shower."

In the Hall of Hearts, the Care Bear Family was discussing recent developments:

"So Cold Heart's plan is ruined?"

"Yeah. The police discovered that he had abducted the son of a chemical supplier to hold him hostage, but he's fine now. Also, the chemical industry is going to watch out in case he tries to get the components again…Not that he's ever tried the same plan twice before."

"Fine, but what about Warren?"

"As usual, we can only guess", said Bright Heart. "I have no idea why he wanted those caring crystals."

"What I wonder about is the effects they had on him," replied True Heart. "Caring crystals normally bring out the best in people, but they can't put in something that isn't there to begin with. Did you notice how hard Warren was repressing himself while under their effect?"

"It _is_ weird", admitted Tender Heart. "And what about the way he saved Hugs and Tugs? He wasn't under the crystals' effect then. How can he be so nice and so mean at the same time?"

"I have a theory" said Bright Heart. "If he _does_ have an important nice side, but _still_ follows his plan before anything else while under the effect of _a lot_ of caring crystals, then it means that he thinks he's doing what's right. It would also fit what he says."

"What's right? He's trying to take over the world!"

"Maybe he thinks he's justified. I don't know. But I noticed something else…"

"What is it?"

"Well…When we reached the ProtoChem plant, I asked him what we could do if the Whitehouse gas was released. He didn't have a plan. He came up with one in the blink of an eye, but he didn't have one ready before I asked him."

"So what?"

"That's not all. He didn't have a plan to stop Cold Heart and his minions from escaping, either. I'm sure he could have caught them if he had really tried! And when he knocked us out earlier, he could have used the Rainbow Rescue Beam to send the whole family to the other side of the Earth – that would have given him all the time he needed to get the crystals without our interference. But he didn't."

"Maybe he didn't think about it."

"It's Checkmate Warren! He's too smart not to have thought about it."

"So what does it mean?"

"It means he's getting overconfident. After all the victories he's had lately, he must think he can improvise his way out of any difficulty. He isn't doing his best anymore."

"Then...Maybe we have a chance of stopping him!"

"Or maybe his plan will explode in our face."

Inside the wooden cabin that served as his temporary lair, No Heart was surprised to see Control's features forming in the mirror.

"Control? Why are you bothering me!"

"Now, now, brother. You asked for my help dislodging an intruder from your castle, as you surely remember…"

"You have not been very helpful."

"True. But I could change my mind…If you agreed to do me a little favor."

"What kind of favor are you talking about, weaker one?"

"Oh, nothing immediate…But, somewhere down the road, I'll ask you do something…And you will comply. Do we have a deal?"

No Heart hesitated for a moment. "Agreed. Now help me destroy the scourge!"

"No, no, no. Surely you realize I cannot get involved in this directly…I will, however, give you all the directions you need to succeed. For starters, I'll tell you where to find an additional, precious ally…"

In the castle, Warren was experimenting with the caring crystals.

"Why do you need those things anyway, boss? Hey, why are your eyes red?" asked Beastly.

"Unimportant. As for the crystals, I simply wanted to see if they could be used to counter the effects of my doomsday device. Now that I've ensured that it cannot be stopped, we can proceed with the last phase."

Looking at the window, he declared: "The time for my final move has begun! The world is helpless before my might! **Mwahahahahahahahahahahahahahahahahaha!**"

Author's note: ProtoChem was the name of a chemical lab/plant in a story I co-wrote with JusSonic.


	8. Chapter 6: The Master Plan Unfolds

**CHAPTER 6: The Master Plan Unfolds**

_In the future all will be happy  
In the future all will sing with glee  
In the future there will be much rejoicing  
In the future all will bow to me  
There never will be any problems  
There never will be any choice  
No dissent or discontent  
There will only be one voice! _

Bow to the COG!  
BOW TO THE COG!  
Hail to me!  
Bow to the COG, Hail to me  
Bow right now to the C.O.G.!  
Kowtow to the COG!  
BOW TO THE COG!  
Praise to me!  
Bow to the COG  
Praise to me  
On your knees if you please for the C.O.G.!

I've got plans in mind for you  
Quit your job don't go to school  
Break your bones to build my dream  
You're a tiny gear in a big machine  
I've got what you want  
I know what you need  
I've got ideas between my ears  
That would make your brain bleed!

So  
Bow to the COG!  
BOW TO THE COG!  
Hail to me!  
Bow to the COG, Hail to me  
Bow right now to the C.O.G.!  
Kowtow to the COG!  
BOW TO THE COG!  
Praise to me!  
Bow to the COG  
Praise to me  
On your knees if you please for the C.O.G.!

I will give you a higher purpose  
I'll control your very soul  
My will is yours, now do your chores  
Or be beaten by a pole  
How will your lives have any meaning  
After I'm buried, dead and gone  
I'll build an army of giant robots  
My evil plans will carry on!

So bow to the COG!  
BOW TO THE COG!  
Hail to me!  
Bow to the COG, Hail to me  
Bow right now to the C.O.G.!  
Kowtow to the COG!  
BOW TO THE COG!  
Praise to me!  
Bow to the COG  
Praise to me  
On your knees if you please for the C.O.G.!

("Bow 2 Me", by the Consortium Of Genius)

"Of all the humiliations!" exclaimed Auntie Freeze. "I can't believe you made us hide in the _sewers_!"

"At least we won't be found here" retorted Professor Cold Heart. "What do you want me to do, anyway? The castle is inaccessible, and we need to lay low. I still don't understand how the Care Bears and Checkmate could even _know_ about Whitehouse – it can't have set off their Caring Meter."

"But they'll _never_ find us here!" said Frostbite, trying to shoo away a purple rat. _Purple?_

"I, however, did" came a cavernous voice, as the rat shape-shifted in front of them.

"No Heart!" the Professor seemed less than thrilled. "What are you doing here?"

In reply, No Heart waved his hand, casting a spell on the wall. An image appeared on it, as if it was a movie screen. The image was that of an office; in the office, a chair was located behind a large desk, and was facing away, preventing them from seeing who was sitting in it.

"Ah, Professor Cold Heart. We speak at last."

"Who are you?"

"You may not have heard of me, but I am known in the underworld as 'Control'. I happen to be one of this world's movers and shakers, though I often act in secrecy. As things are, I believe we could work together…"

"Last time I was approached like this, it was a front for Checkmate Warren's machinations. Why should I trust you?"

"No Heart can vouch for me. He and I have an astonishingly long shared history."

The mad scientist looked at the sorcerer. No Heart replied: "Control is the most treacherous creature to have walked the Earth, but he knows better than to betray me."

"Fine. You have my interest. Make it short" replied Cold Heart.

"Far from me to waste an associate's precious time. Now, tell me…What would it be worth to you to get back at Checkmate Warren?"

There was a moment of silence. Control went on: "Both of you have good reasons to hate that man. No Heart, he betrayed you, and stole your castle – probably the greatest humiliation you've endured in over a century. Professor Cold Heart, you too have lost your castle – in addition, you've been manipulated, exploited, and have seen two great plans ruined. It seems to me that in the last few months, Checkmate Warren has caused more harm to you than the entirety of the Care Bear Family ever has.

But what can you do about it? That mastermind appears to have covered every base. A flying fortress, armed with weaponry that makes the Pentagon green with envy, combined with a strategic brilliance that outshines that of Napoleon, Caesar and Sun Tzu…Deadly as you two may be, even you find yourself powerless before him.

I can change that. I can give you what you need – magical equipment for No Heart, a decent secret laboratory for Cold Heart, and of course my invaluable advice. Intelligent as Checkmate Warren may be…He may very well find himself out of his league against me."

"And what exactly do you stand to gain from it?" asked Cold Heart, skeptical.

"No Heart's debt. I have a deal with him – he reclaims his castle, then helps me later on with a matter of my own. So tell me…Do we have an agreement?"

"I'll think about it."

"Perfect. You can contact me the following way…"

After the conversation had ended and the image in the sewers faded, the chair in the office swiveled, revealing Control. He addressed a young man at the other end of the office:

"It seems to me like everything's working, Arnold."

"I'll take your word for it, sir. But…Is it really worth it, just to get a favor from your brother? For that matter, I'm surprised you didn't negotiate to get one from the prof, too."

"As usual, you fail to grasp the subtleties, Arnold. You have so much left to learn. Understand – I'm not doing this because I need No Heart's help. I'm doing this because I want Checkmate Warren out of the equation. He's proven more dangerous and capable than expected, and left unchecked, he might actually gain global power."

"In just a few months?"

"Years, actually – don't forget he's been planning for a while before the current mess. But even several years is too short a time to take over the world – he hasn't taken the time to put his fingers everywhere. He doesn't know about _me_ – or rather, he's probably heard rumors concerning my existence, but hasn't had the time to make a serious study of the matter. That allows me to mess up his plans; unlike him, I've had many decades to prepare my reign – I'm not limited by the short human lifespan.

Checkmate's plan could have some limited success, and, for the sake of my own power, I cannot allow that. I need him taken down, and my two new pawns will prove useful in this endeavor. Since I was going to do it with them, I figured I might just as well squeeze what I can out of it, and thus got No Heart to agree to 'repay' me. That trick wouldn't have worked with Cold Heart – he's too smart not to realize I'm doing this because Warren is a threat to me.

For the last few months, the public has been watching a very impressive display of Warren's abilities; in their eyes, he has risen to the rank of an unstoppable evil force, a dark god who shall unleash an apocalypse upon them. Now it is my turn to kill the god, and reveal it to be a frail mortal."

In Care-a-Lot's Head Quarters, the Care Bear Family too was talking about Checkmate Warren.

"If you'll ask me, he's even creepier than all the other villains we've fought. At least _their_ plans were simple enough for us to understand. But Checkmate Warren seems to always think dozens of steps ahead of everyone else."

"It _is_ creepy." admitted Bright Heart. "He's not only a master inventor, but also a genius strategist. I found out that he's a chess grandmaster – that's the highest level beside world champion."

"Excuse me" pointed out Loyal Heart, "but what's the point of this discussion? There's not much we can do anyway. We promised not to interfere with his plans when he tells us, remember?"

"That's true", said True Heart, "but that doesn't mean there is no hope. Maybe we can do something before the part where he asks us not to interfere, or maybe we can turn him away from his path…"

"Unlikely" said Bright Heart. "Remember that it's "Mate in one" – there should be only one step left in his plan, and I'll bet that's when we won't be allowed to interfere."

"And I doubt we can make him change before it's too late" added Loyal Heart.

"Don't be so certain" replied Noble Heart. "Back then, would you have expected Dark Heart to change? There's hope for anyone."

"I'm not sure Warren's that evil, actually" said Wish. "I mean, he could have eliminated us easily. And he didn't have to give us the cure for the Freeze Germ, or save Hugs and Tugs. Are we even sure that he has bad intentions?"

"That's another problem" explained Tender Heart. "We don't know what he intends to do, really. He says he's aiming for world domination, but we're not sure why – and we have no clue _how_."

"Well, let's examine our information" prompted Bright Heart. "He's never been very clear on his motivations…He mentioned that he wasn't satisfied with the way the world was, and he said that sometimes, doing the right thing required doing something bad. We can make guesses from that…

As for his plan: So far, he has taken over No Heart's flying castle, which he uses as an HQ. He's stolen the electromagnetic controller. He has obtained the uncaring crystal. There was that weird device that absorbed the Stare we used against it. He's scammed Cold Heart out of his machines and blueprints. He's hacked most computers in the world. He's taken some caring crystals. He's made the world afraid of him. How can all these things be used to take over the Earth?"

"You're the scientist here. What do you think?"

"Well, the castle is easy: It's a mobile base of operation, and it's almost unreachable, so with those weapons he has there he doesn't have to worry about the authorities coming for him. The uncaring crystal…I don't know what he intends to do with it, but if its radiations could remove the colors and caring of a city, then I fear to imagine what _he_ could do with it."

"He used it to make a shield against our Stare, remember?"

"Yes, a fragment, but I'm not sure that was the reason. I mean, he doesn't usually _need_ that shield to defeat us, does he?

The device that absorbed our Stare…I don't have a clue as to its purpose. Cold Heart's machines were probably a bonus – if he didn't know all that much about them to begin with, then his plan can't have been based on them. The computer piracy gives him immense power and knowledge. As for the fear, he needs it to control the world…But _how_?"

"So we don't know what he's planning, and we don't know what to do", complained Brave Heart. The meeting didn't go much further than that.

"Aaand checkmate." Warren moved the tower on the screen. "This computer hasn't defeated me even once in the last three years – I've won more than a hundred times in a row. Considering how sophisticated this model is, I'd call that a good score.

But enough bragging. Beastly, are you done putting everything where I told you to?"

"Yes boss. But why didn't you want me in the lower room?"

"Because what I put there is the most vital element of my plan, and only professionals should be allowed near it. Which, I'm afraid, strikes you out. You've done your grunt work well enough as far as I'm concerned, but the technical work is mine to do.

Now, the time has finally come. Everything has fallen into place. Within 24 hours, I'll be Emperor of the Earth – and then we can finally get some changes moving. And let's start by moving this castle – our destination is the airspace of Rainbow City!"

Grams was busy dusting her room when Hugs and Tugs came in. "Grams! There's something wrong with the TV!"

"I'll take a look at it, darlings. In the meanwhile, why don't you play outside?"

"Um, Grams…We really think you should see it."

Intrigued, the old bear followed. When she saw what the matter was, she rushed outside, and called Bright Heart, who was passing by. After she showed him the problem, he called everyone else.

"What do you want to show us, Bright Heart? Does it have something to do with Checkmate Warren?"

"You bet it does! All the TV channels in the world have suddenly started broadcasting something they're not in control of – it's _his_ doing. See for yourself:"

The image on the screen was far from comforting: No Heart's spooky castle, surrounded as always with dark clouds and lightning bolts – except that this time, it was floating half-a-mile above Rainbow City. A black and a white chess pawn were shown in the lower corners of the screen. At the top, it was written: "COUNTDOWN TO CHECKMATE: 1".

"Oh my stars. What is he doing now?"

As if to answer the question, a head-sized device fell from the castle. In mid-fall, it exploded; particles flew in all directions, and as they hit the surface, it became grey – and in one second, Rainbow City was transformed back into Drab City.

"No!" cried True Heart. "What does he think he's doing!"

Again, as if to answer the question, the image was suddenly replaced by that of Checkmate Warren, speaking from one of the rooms in No Heart's castle. Next to him was a device not so much unlike the one he had dropped a moment earlier – except that it was much, much bigger. Its main element seemed to be the crystal of uncaring.

"Ladies and Gentlemen, citizens and leaders of the world, good after-noon. As most of you may have heard, I am known as Checkmate Warren. This crystal which I have secured a few months ago" – he pointed to the one in the device – "has certain interesting properties. Its radiations, unless an electromagnetic shield stops them, remove both caring and colors. When overheated, the crystal explodes – sending particles which destroy the aforementioned caring and colors. What I have designed here is nothing less than a carelessness bomb, or C-bomb if you will. A moment ago, I used a very small one on Rainbow City, with complete success, turning off the feelings and emotions of its inhabitants like a switch; for all intent and purpose, they are soulless shells now" Images of the population flashed – they were as apathetic as in the times of Drab City. Maybe even more. "The crystal in the bomb next to me, however, is so big that when it explodes, it will affect the entire planet, unleashing an emotional holocaust!

This is a simple albeit large-scale takeover. I can use the C-bomb with no ill effects to myself, as this castle has a sufficient electromagnetic shield – some of you may recall how I took a state-of-the-art electromagnetic controller from the American military. If I push the button, every single inhabitant of this world will become a gray zombie like the inhabitants of Rainbow City – and that's exactly what will happen soon unless the world's governments accept me as their supreme ruler. Any attempt to attack me will result in my detonating the C-bomb. As I've previously demonstrated, I have weapons here that can protect me against any attack; I also control the world's computers, meaning I can turn your machines against you, including nuclear weaponry. All previous attempts to stop me, by heroes and villains alike, have always failed miserably. No-one can stop me this time – not all the world's armies combined, not John Bolt, not even the Care Bear Family – _least of all_ the Care Bear Family, as I'm certain they know. I'm sure you'll know what to do – have a good day. **_Checkmate, world_**." And with a smirk, he turned away. The image slowly faded, replaced by a black-and-white checkerboard pattern background, on which it was written, in blood-red letters, "CHECKMATE".

"So _that_ was his plan all along!" exclaimed Noble Heart. "It all fits together now…There must be some way to stop him!"

"But – we promised _not_ to stop him" reminded him Loyal Heart.

"I…I don't know" replied Noble Heart, uncharacteristically unsure of himself.

"There is always a way" said True Heart. "We have to at least _try_ to convince him to stop this madness!"

"I'm trying to get access to his computers" said Bright Heart. "He used a special Internet connection in order to transmit his message everywhere – I've found his address. I don't think I can hack through his security, but wait…I think I can establish videophone communication."

And indeed, after a very short while, a video-com was initialized – and Warren's face appeared on the monitor of Bright Heart's computer.

"Why, if it isn't my favorite family of saints. I don't suppose you're calling to congratulate me on the conclusion of my master plan, are you?"

"No we're not!" yelled Tender Heart, visibly shaken. "Are you insane, Warren? This – this is just pure evil!"

"Oh, I wouldn't say that. It's more of a 'the ends justify the means' situation."

"What does _that_ mean?"

"Have you forgotten my debut? Before I began my criminal career, I was a network administrator. I've resigned years ago from that position at WebKnot, but I have always been a technician at heart. The one thing I cannot abide is a system not working right. If you fail to see what this has to do with our current situation, then, for crying out loud, just look at the world! It's led in such an incompetent manner, I don't know whether to laugh or to cry at the sight!"

"Hey, what was it you said once" interrupted Bright Heart – "about making things run efficiently?"

"Correct. Our world is being led by a bunch of imbeciles, many of whom happen to be corrupt to the bone. It's up to me to fix this mess – only I have the skill, the determination, and integrity to make it happen. Others wouldn't know how, would give up in the face of such a monumental task, or abuse the power for petty, selfish intents rather than the global picture."

"Hold it right there" interrupted True Heart. "Is _that_ what it was all about? Taking over the world so that you could turn it into your idea of how it should be?"

"Absolutely. As you know, I've seen human stupidity (with a touch of intellectual dishonesty) _ruin_ a city – and my teenage years with it. And it wasn't just Salvation Town – everywhere I have gone, people are too dim to think beyond the short-term, or understand the situation; they just don't bother to think. That, together with their inherent selfishness, leads to the sad state of the Earth – crime rages in our cities, wars destroy countries without benefiting either side in the end, our environment is being destroyed for the sake of short-term profit, entire populations starve when we already produce enough to feed everyone, chaotic disorganization renders daily life nightmarish, and our governments don't have the intelligence – and sometimes not the integrity, either – required to solve all these problems. I don't intend to let idiots ruin this planet any further – I'm taking charge."

"You remind me of an old enemy of ours, the wizard of Wonderland. He too thought that his world needed him to fix it, and tried to take over. But his plans were completely insane – his idea of what the world needed was completely out of touch with reality. What makes you think you'll be any better?"

"Had you paid better attention over the last few months, you'd have noticed that I _never_ fail. With my genius, I'll fix this world – as someone should have done a long time ago!"

"By taking it over through force? By terrorizing populations? By stealing, cheating, and threatening? By creating the most horrible weapon in History? It doesn't really sound to me like you're on the right track" countered Noble Heart.

"The means justify the ends. The fear, terror, and other unsavory methods were necessary to obtain the power with which I can effect some needed changes. Tell me – have you ever heard of Louis Pasteur?"

"The father of modern medicine?" said Bright Heart. "What does he have to do with this?"

"Back in the days, he had an experimental vaccine to protect from rabies – a terrible, deadly illness. He had some dogs at the lab, and to test if his vaccine worked, he needed to inject both vaccinated and unvaccinated dogs with the virus. But Pasteur was a kind man, and couldn't bring himself to condemn some poor dogs to such a horrible fate. One day, while Pasteur was away from the lab, his assistant proceeded with the experiment. The vaccinated dogs were fine, the others got rabies – and afterwards, countless lives were saved thanks to the vaccine.

Or to give another example: Back in World War II, the Allies had broken the Nazis' secret codes, and could decipher their communications. One day, they deciphered orders for the German air force to bomb a British village. Churchill decided not to evacuate it – numerous civilians were killed in the bombing, many of which could have been saved otherwise. But Churchill knew that if they evacuated, the Axis would figure out that their secret code had been broken; then the Allies would have lost a vital edge in the war, and a far greater number of lives would have been lost.

Merely two examples among countless others: Sometimes, to do the right thing, you need to do something terrible. That is the basis of my actions."

"But your plan is insane!"

"Tough luck, then. I told you that, when the time would come, you'd have to stay out of my way. Well, this is it. Don't even try to stop me this time."

"But you're only going to cause more harm! Stop it while you still can!" Pleaded several members of the family.

"You want to convince me? Just come here. _Maybe_ I'll deactivate the security system. _Maybe_. " And with that, he cut off the communication.

"We have to go there" said Noble Heart. "If there's a chance to stop this, then we must take it."

"I agree," said True Heart, "but considering whom we're dealing with, I think we'll need all the help we can get. Before we go to the cloud cars, I think Good Luck and I should take the Rainbow Rescue Beam and go down – to Paradise Valley."

Back in the castle, Beastly was following the unfolding of Checkmate Warren's master plan.

"Why do you want the bears to come here, boss?"

"I'll need them as backup. You see, while I need the bomb to threaten the world with, there are a few people who would actually _want_ it to go off and turn our world into Drab Earth – Cold Heart and your former boss. They'll be here anytime soon – and while I think the security system I've installed will be enough to keep them at bay, I'd rather have a plan B. If they find a way to bypass security, the Care Bear Family might stop them.

Now, until those clowns get here, I need to supervise this "hostile takeover". Thankfully, the fear and anticipation I've been sowing over the last few months seem to be working – people have been half-expecting this conquest; every general and politician has at least _considered_ the possibility that I might conquer the world. Thanks to the image of invincibility I've imprinted in their minds with all my cappers, they should surrender soon enough; a few nudges will complete the job."

"Right, boss. Should I do anything until then?"

"Well…See these printouts? Take them to my library and file them."

"Right away, boss!"

As Beastly proceeded with his task, he peeked at the printouts' headers. Apparently, they detailed Warren's plans for the world after he had taken it over: "INTERNATIONAL CRIME-WATCH FORCE", "NEW SPACE PROGRAM (related document: GLOBAL ENERGY MANAGEMENT)", "MAXIMUM-EFFICIENCY BUREAUCRACY", "PLANETARY TRANSPORTATION GRID", "WAR ON VIRUSES", "ZERO DEATH TOLL PEACKEEPING FORCE", "PROJECT PROMETHEUS: OPTIMIZED EDUCATION", "PARRALLEL ECONOMY: TOWARD ZERO UNEMPLOYMENT", "FOOD AND WATER DISTRIBUTION", "THE NEW INTERNET", "THE NANOTECHNOLOGICAL REVOLUTION"…

In Paradise Valley, the villagers were pleasantly surprised to see the Care Bears. Despite the valley's isolation, news of Checkmate Warren's ultimatum had reached them; they led True Heart and Good Luck to the pandas, who were overjoyed to meet them after all these years:

"It is so nice to see you again, good friends!"

"So it's true that you were frozen – you haven't changed!"

"Still talking in rhymes, I see" chuckled Good Luck. He then pointed out: "You don't seem to have aged that much, either. You don't look _that_ older than most of us now. It's been about twenty years…Come to think of it, how fast _do_ we age?"

"I don't really know," admitted True Heart, "but we have no time to talk about that. Perfect, Polite, I'm sorry to go straight to business like this, but we have an emergency. You've heard about Checkmate Warren?"

"Tales of the evil genius have reached our ears."

"One villager has a radio, so we know of your fears."

"Then you might have heard that all caring on Earth is in danger right now. Polite, Perfect, we'll need your help – the world is at stake here. We'll need you to come with us."

"But what of our valley? Without us it will freeze!"

"The blizzards will quickly replace the gentle breeze!"

"Which means we'll have to act quickly. You _can_ leave the valley for a day or so, so come now! We have no time to lose!"

"Look at those monitors, Beastly. Our surveillance cameras are catching an interesting glimpse…"

And indeed, the uncalled visitors Warren was expecting were coming. Cold Heart and his crew were positioned on a big rectangular platform, which had a propeller like a helicopter's on each corner. They had a freeze machine mounted on it. No Heart and Shrieky were standing on a dark cloud, looking determined to get their castle back.

"The hour of my revenge has come!" shouted No Heart. But as he did, one of the electro-lasers on the side of the fortress swiveled in his direction, and shot a lightning bolt that only missed the sorcerer by twelve feet.

Immediately after, a sound came from the castle through loud speakers: "I've been expecting you failures. As you see, my defense system is still operational. I wouldn't recommend getting too close."

Visibly rattled, but trying to hide it, No Heart stopped his cloud's movement. A voice echoed from a speaker on Cold Heart's platform – Control's voice: "Really, No Heart…We've discussed this before. For once, you are not to charge without thinking. Your opponent has the upper hand; to win, we must rely on cunning…"

Inside the castle, Beastly was doing casual grunt work, and thinking.

"I guess working for Warren is still better than working for No Heart. He can be nasty, and he's very scary when he gets mad – which he does easily – but he doesn't make me do more work than I should have too. And he's never mean for no reason. I guess it's a good thing he's the new boss…"

Just then, a voice screamed in his head:

"Beastly! Answer immediately!"

"No Heart? Where are you?"

"I'm using a spell to speak to you from mind to mind. You're going to help me deactivate the defense system that fool Warren put in _my _castle!"

"Sorry, No Heart, but you're not my boss anymore. Too bad, eh?"

"You fool! Have you forgotten how I summoned you to serve me? With only one word, I can unsummon you, and then you'll be back to where you were before!"

Beastly stopped in his tracks, suddenly paralyzed with fear. "Don't do that! Not there! Anything but there! I'll do as you say! You're the boss!"

"Excellent. Then I want this defense system out of the way immediately!"

"But I can't do that! It's a huge system, and Warren will kill me before I'm half-done!"

"What of the shadows then?" asked another voice.

"Who…Who are you?"

"Why, your employer's smarter, more successful brother, of course."

"C…Control!"

"Myself. But to return to the matter at hand…There's the shadows. They're designed to be loyal to No Heart. They shouldn't be tolerating Checkmate Warren's presence. I assume he's disposed of them?"

"They made a fuss at first, but he studied them and the spell-books and found a way to destroy them."

"Unfortunate. Tell me, No Heart…I assume your thunder pit can make new ones pretty quickly?"

"If Beastly throws the right ingredients in, it can form dozens at once. I just don't have the resources to _maintain_ more than that."

"Excellent. As soon as they're formed, the shadows will make short work of the defense system. Warren has probably installed an auxiliary one, which is where the decoys will come in handy…"

Meanwhile, in the control room, Warren was waiting for capitulations from the world's governments, and watching his enemies on the monitors at the same time.

"Surprising…I wasn't expecting those fools to be well-equipped. Ah, isn't it the Care Bear family in their cloud cars in the distance? And with the pandas no less! Not a moment too soon, too! Although I might not need their help after all…"

Just as he said that, shadows suddenly went flying throughout the castle. Before Warren could do anything, the defense system went offline – but instead of panicking, he just activated a function on his machines, put his finger on a button, closed his eyes, covered them with his left hand, then pressed the button. An incredibly bright flash of light went through the castle, and the shadows shrieked in pain and disappeared.

"Good thing I always have contingency plans."

He then took a quick look outside: As soon as the shadows had done the damage, No Heart had cast a spell, causing illusions looking exactly like the villains to appear. The villains and decoys all charged the castle at once; the defense system at its peak could have destroyed them all, but the auxiliary system, working alone, only managed to bring down some decoys before they reached the castle.

"Huh. These illusions were good enough to fool cameras, infrared, and ultrasound sensors. Impressive…I wouldn't have expected this level of intelligence coming from these guys. Unless…

I could turn the defense system back up, but it looks like No Heart's cloud and Cold Heart's platform have already landed on the castle. Oh well – the Care Bear family will help me defeat them. But I wonder as to the cause of the shadows' sudden appearance – my guess would be…Correct!" A video feed from a surveillance camera showed Beastly with the magical equipment near the thunder pit, covering his sore eyes.

"I'll have to check why he betrayed me…But first things first."

A few minutes later, coming from different directions, both heroes and villains were racing toward the bomb's room – and when everybody (including Beastly, who was still seeing spots) got in front of the door, Checkmate Warren was waiting for them.

"Well, well, well. It looks like everyone is present. But I'm afraid the plans remain the same – the bomb behind this door will be used for extortion purpose, no more, no less."

"You ruined my plans and used me for yours!" exclaimed Cold Heart. "It's my turn this time! I _will_ make sure that this bomb explodes!"

"I wouldn't appreciate, and neither would our furry friends here. Who might use their stare anytime now…"

The fight broke out. No Heart sent purple lightning bolts, Cold Heart sent rays of frost, Shrieky used her magic mirror, Beastly clumsily tried to attack Swift Heart – and, still unable to see clearly, ran into a wall. The Care Bears and Care Bears Cousins all used their stare. Auntie Freeze turned invisible – which didn't really help, since the moment she did, Warren threw a net on her. Frostbite tried to charge Warren, but the mastermind just took some marbles (out of who-knows where), and threw them where Frostbite was about to step – causing the henchman to fall rather inelegantly (and not painlessly at all). Warren then progressed toward No Heart; the wizard began casting a spell, but, before he could finish, the mastermind grabbed his cowl and turned it by 180 degrees, blinding the sorcerer. He then punched him through the cowl, sending him staggering backward.

Seeing that they weren't exactly winning, Shrieky used her dreaded scream. Soon, almost all the villains, Care Bears, and Cousins were on their knees, holding their ears in pain – the only exceptions being Shrieky herself, No Heart (whom the scream had caused to transform into a giraffe, thus painfully banging his head against the ceiling), and Warren, who just gave one of his creepy grins, and turned his head so that Shrieky could see a small device in his ear. "An electronic filter. Blocks sounds like this."

Before the Care Bears and Cousins got up, No Heart used his amulet to transform into a rhino. "Enough of this game!" He then charged toward the door to the bomb's room. This led to a rather loud "Baong", an even more severe headache, and a small dent on the door.

"Just how imprudent did you think I was? I've had that door reinforced with steel."

"And surely you know how much easier to break steel is when it's frozen" replied Professor Cold Heart as he sent a ray of frost from his eyes to the door. This earned him a small brick to the head from Warren, but allowed No Heart in rhino mode to break through the door, and storm into the room – only to be hit by an electrical trap.

Warren raced inside the room, and was quickly followed by those who had been the closest – Cold Heart (with his own headache), Shrieky, then Swift Heart and Champ, then Frostbite. As they got in, they saw some machinery, the carelessness bomb in the middle of the room, and, standing on a tripod next to it, what looked like a machine ray-gun, with Warren manning it.

"I'd suggest for all of you to step back – this impulse gun can be as painful as a very strong blow. My plan is perfect."

"You can't threaten me in our castle!" screamed Shrieky, holding up her magic mirror and preparing to zap Warren – which she didn't have enough time to do, as an energy impulse hit her at full force, sending her several feet backwards.

Professor Cold Heart lunged toward the C-bomb, and Swift Heart and Champ were preparing their Stares to stop him – but then Frostbite threw himself at them, causing their Stare to hit the impulse gun instead of the Professor, which caused Warren's second shot to hit the wall instead of Cold Heart, increasing the entrance's size. As the Professor reached the bomb and started meddling with its mechanisms, he said: "Take it from experience – no plan is perfect."

Warren lunged toward the Professor, but then the bomb's mechanisms activated – and a thermometer connected to the crystal indicated '80°C', and kept going up.

"Are you insane?" yelled Warren. For the first time, he was showing signs of panic. "If the bomb goes off here, it won't just affect the world – the heat will kill _us_, too!" And with no further comment, he rushed to a nearby lever, and pulled it down.

The remaining villains and members of the Care Bears family were coming into the room, and the bomb's thermometer was indicating 200°C, when the floor under the bomb opened, and it fell down.

500°C.

The bomb was now nearly 200 feet below the castle.

1500°C.

The bomb was now 500 feet below the castle.

3000°C.

The bomb was halfway to the ground.

5000°C.

The thermometer exploded, and so did the bomb. At an incredible speed, particles flew in all directions. Some hit the castle's electromagnetic shield, and were deflected. But most hit the earth. Wherever they went, all became grey. The grey spread in all directions, covering immense distances in almost no time, quickly covering the continent, then spreading further, eventually reaching the antipodes.

That day, the Earth went grey.

AUTHOR'S NOTES: The opening song here is "Bow 2 Me" by The Consortium Of Genius (or C.O.G.), the 'rock band of mad scientists'. Seemed fitting enough.


	9. Chapter 7: The World at Stake

**CHAPTER 7: The World at Stake**

_The past, a minute earlier:_

"Every imaginable precaution has been taken," said the NSA director. "All planes are grounded, all nuclear installations have been shut off, the president, vice-president, congress and more have been sent to NORAD, and FLUUTE was asked to send their new electromagnetic controller there. Unfortunately, Checkmate's electro-lasers destroyed the controller as it was brought outside FLUUTE."

"Of course" said John Bolt sternly. Then, without a word of warning, he slapped his superior on the back of his head.

"Ow! Have you gone nuts?"

"Silence! Now listen to me, you moronic coward!

You knew damn well Checkmate Warren was the greatest threat to national security we had. Forget spies and terrorists; this man is the ultimate evil genius. I knew, you knew, we all knew he had to be stopped at all cost – but you were too scared to go against him! Too frightened by his cheap tricks, his theatrics, his grandiloquent schemes, his stupid gadgets! He knew you were all cowards – that's the reason he was overdoing it all! He figured that as long as you were scared of him, you'd ignore the threat instead of confronting it head-on!"

"Mr Bolt, that's hardly the moment…"

"Don't say another word! If you had had the right courage, you'd have devoted our resources to stopping him as soon as he went global! We could have beaten him before he got too powerful to stop. And if _I_ had been more courageous, I'd have kept going after him even after you had forbidden it!"

"John…"

"But we acted cowardly. Now he's holding the world in his palm. We have ourselves to blame. Especially you."

The NSA director said nothing.

"I think our best strategy now is to wait for an opening," continued Bolt. "If he thinks his takeover has succeeded, maybe he'll lower his vigilance for a short moment…If I can infiltrate his castle somehow and defeat him there, then…"

Bolt didn't get to finish

_Grey._

Somewhere else, a young gadgeteer was talking with a friend on the phone.

"Hey Christie!"

"Paul! I haven't heard from you in two weeks!"

"Been busy…But, with what's going on and all, I figured I'd call on family and friends. How are you and the rest of the guys holding up?"

"Fine, I guess…David and the twins are really nervous, and, honestly, so am I. But I trust the Care Bears will save us."

"That's what Lumpy said, too. I wish I was that optimistic…But they've never been able to defeat Checkmate Warren before. How is this any different?"

"I don't know…But, Paul, they saved me from death itself. I guess I trust them enough to…"

Christie was suddenly interrupted.

_Grey._

At a small church, dozens were praying in the face of the crisis. The pastor was helping as he could, when he noticed a blonde young man he knew.

"Nicholas! Glad to see you."

"I figured you'd need volunteers with something or another right now."

"Indeed. It's not everyday you get a taste of the Apocalypse. You're too young to remember, but I was about your age during the Cuban Missiles Crisis…"

"I guess. So, anything I can help with?"

"Sure, I'll show you a few things. And pray that the crisis passes."

"Pray _and act_, sir."

"Why yes…Um, I hope you're not referring to those horrible books you've been studying against all my recommendations."

"Look, I've told you it's not demonic or anything. Magic isn't evil in itself – and believe me, I've seen what evil magic is like. I was trying to figure a spell to protect us from the C-bomb, but it's a bit over my head, so I cam here to clear my mind."

The conversation was interrupted.

_Grey._

Inside a huge skyscraper, Control was discussing with his assistant:

"Hm. That didn't go as I'd hoped."

"Why, sir? What happened?" asked Arnold. "And…Why are you glowing?"

Before Control could answer, something washed over the area.

_Grey._

"To answer your question, Arnold" Control smirked, "it's a personal, magical shield that protected me from the effects of the C-bomb you've just experienced."

Arnold, grey and apathetic, didn't respond.

"Understand, I have less to lose than mankind…You've lost your feelings, your emotions, your caring. I have had none of these for a very long time. But you've also lost your drive and determination…These I am less than eager to part with. I may be a monster, but I don't intend to become a _zombie_…"

_The present:_

Floating above an endless grey, No Heart's castle was as menacing as ever – but somewhat more crowded.

For a moment, in the bomb's room, nobody moved. Then, Checkmate Warren lunged toward some machinery, and activated a mechanism while shouting: "If I don't win, nobody does! I have activated a self-destruction system – in three minutes, this castle will explode!"

The statement took a moment to register, but when it did, reactions were uniform:

"To the heli-platform!" yelled Cold Heart and ran away, followed by Frostbite and the recently-untangled auntie Freeze.

"Goodbye – forever!" yelled No Heart, who then transformed into an eagle and dove through the opening in the floor.

"To the dark cloud!" yelled Shrieky and Beastly simultaneously.

"To the cloud cars!" yelled True Heart, Noble Heart, Tender Heart and Brave Heart, followed by the rest of the family.

"Not so fast, Care Bears!" yelled Warren, who took position at the impulse gun again and proceeded to knock down several members of the family. While the villains ran away, the Care Bears and Cousins fought against Warren, matching their Stare against the impulses.

After a while, Warren unexpectedly turned off the impulse gun, and turned toward the family: "Now that this is taken care off…"

"But…" tried to understand Bright Heart, "the self-destruction mechanism!"

"There is no self-destruction mechanism. I made that up on the spot to make the rest of them go away. Now, to the control room! If I can restart the defense system, they'll be unable to gain entrance."

Warren, followed by the still-confused members of the Care Bear Family, raced to the control room. There, he quickly made a few adjustments to the computers, which soon emitted: "_Defense system online._"

"Good." Warren calmed down a bit. "The 'villainous freaks' are now all outside the castle, and can't get too near. We can do a damage assessment."

Warren then activated certain programs and applications. Soon, satellite images of the Earth appeared on-screen – completely grey. Not a hint of color.

"This is…This looks so sad!" wept Treat Heart.

The images were then replaced by the video feeds from security cameras, which showed what was happening in the cities themselves. Not only was everything grey, but the worst part was the people: They were completely apathetic, like the people of Drab City before the Care Bears had saved it the first time. No-one was moving. It was as if the world was dead.

"Oh dear" whispered True Heart, "have we failed – by this much?"

"When I build something, it always does what it's supposed to" Warren mumbled to himself, repeating in shock what he had once said smugly. "No. No!" he held his head. "The purpose of the C-bomb was not to be detonated – only used as a threat! I wanted to _fix_ the world, not _destroy it_!"

"Well, technically, you haven't" pointed out Bright Heart. "Although it isn't better by much…"

"To live like this, with no feelings or emotions or anything – that's not so different from being dead!" replied Warren. "And in their current state, they are all doomed to physical death too…I don't think people even care about _eating _now. If they hadn't somehow gotten Beastly to bring back the shadows – if your Stare hadn't hit the impulse gun…" He then tried to calm down, and said – probably to himself: "Well, it's not like I don't know how to fix this – **I don't know how to fix this!** – Yes I do! The serum – **Is barely enough for Rainbow City! I'll need several thousand times more for the world!** – Don't panic, stay calm – **Arghhh!**"

Warren then covered his head with his hands, and said: "I need to think and to be alone. Everybody go out."

In a room next to the control room, the Care Bears and Cousins were trying to sort out the situation.

"I'm still not sure I understand everything" admitted Brave Heart. "If Warren built the bomb, how come he's that upset?"

"Because he didn't want to destroy all the feelings in the world" Bright Heart calmly explained. "He just built the bomb so that he could _threaten_ to use it. He thought that if he could force everyone to do as he said, he would be able to solve the world's problems. And instead, because of the other villains' interference, there's a larger problem than ever before!"

"Now I get it. But does that mean he's _not_ a bad guy after all?"

"Nobody's completely bad" replied True Heart. "As I see it, Warren intended to do good – he thought he knew how to do it better than anyone else. He just went at it the wrong way. Now, we must see how to repair the damage."

"That'll be impossible without Warren's help" commented Bright Heart. "We never really got to understand how the crystal of uncaring worked."

"Then let's see what he can do" replied Noble Heart. "He has some responsibility in what happened; hopefully he'll try to amend for it."

When they came back to the control room, they found him playing chess against a computer. Tender Heart was the first to address him:

"Warren, we'll need your help to remove the grey. You must do something."

"What do I care?" grumbled Warren. "Why should I give a damn? Pretty much every time I get to know people, I want to beat them with a steel bar after thirty seconds. So why am I even trying to improve their condition? They can all go to Venus as far as I'm concerned."

The Care Bears and Cousins looked at him worriedly. He didn't look good. "He seems in a worse shape than I thought" confided True Heart.

"It's even _worse_ than that - " Bright Heart told her – "I think he's losing the game to the computer."

"Okay, listen up" Grumpy told the mastermind, "_You_ built this bomb, it's _your_ duty to fix this mess!"

"You're wasting your time. I don't care. Or haven't you been paying attention since our first meeting? I lie, cheat, steal, kidnap, sabotage, terrorize, and hold the world for ransom. What do I need to do, wear a shirt that says "evil"? Maybe Helen Narbon can give me one." The computer made its move, and said "_Checkmate. Game Over._"

True Heart insisted: "Warren, you may have tricked us several times, but give us _some_ credit…We're not that stupid. We know you're not really like this, and so do you."

"I concur" said Bright Heart. "You could have disposed of us at any point. You could have killed John Bolt in front of the cameras. You could have let Hugs and Tugs get crushed. But you didn't do any of these things. You even let No Heart live, and I'm sure you knew he'd keep bothering you!"

"I…had a rule" explained Warren. "No killing, under any circumstance. I figured that as long as I imposed _some_ moral limitation on myself, I wouldn't completely lose it to my dark side…"

"Doesn't sound like pure evil to me" replied Noble Heart. "Now be honest, Warren…You don't want this blight. You certainly don't want to be responsible for the end of the world. Lying to yourself never set anything right, and I'm sure you know it – even if, right now, it's more tempting than ever before."

Warren looked like he was on the brink of crying. "My plan was supposed to be perfect! It was just…A sequence of bad luck…Everything that could go wrong did…"

"Pretending you don't care won't help" told him True Heart. "But you can still repair the damage done…Right?"

"I…I…It isn't simple." Warren was starting to regain his composure. "None of this is part of my original plan. I can't promise anything."

"But you can always try!" replied Champ. "And if we do our best, we can always succeed!"

"I'm afraid I've outgrown such preschool logic" said Warren. "However…" he stopped for a moment, then went on: "If resourcefulness and determination are power…Then I am omnipotent." He already seemed better – or at least, not desperate.

"You mentioned earlier a serum to cure Rainbow City" said Bright Heart.

"Well, I had to use a small C-bomb on Rainbow City in order to prove to the world that my ultimatum was more than just empty threats. But I intended to restore colors and feelings to the town after I had taken over. So I designed this serum" he showed the video feed of the security camera in one of the rooms, where a few liters of a strange liquid were stored.

"I took some DNA samples from you back when I first captured you, so that by studying them, I could get a partial understanding of how your powers worked. And I concluded that I could make a serum against the uncaring – with your Stare."

"Oh! Is _that_ what the device under your helicopter was for?"

"Exactly. It absorbed your Stare, and used it to make the serum – plenty enough for Rainbow City."

"Then can't we just make more, for the rest of the world?" enquired Share.

"Do the math, bear. Even if you could make additional serum, you'd need years to make enough for the entire world. Besides, it wouldn't work – one person's caring can only cure so many people. We would need an entire city of Care Bears to make enough serum."

"What about caring crystals?"

"No. I made tests before I went ahead with the C-bomb. I even tested out caring crystals – that's what I needed them for. They won't do the trick. Maybe I could use Artifact X – no. Too risky, and it wouldn't be of any help."

"Artifact X?"

"Never mind – I'm trying to find something to restore the feelings of the world at large, but so far, nothing."

"In the meanwhile, we can at least fix Rainbow City" commented Bright Heart. "Hey, wouldn't it be possible to use _their_ caring?"

"I fear it's impossible. The Care Bear Stare is the only way one's caring can have a substantial effect on the physical world. Wait a second…" Warren's eyes suddenly lit up. "I may have an idea. But it won't be easy."

"As long as there's a hope, we'll try it! What is your idea?"

"Well, as I said, I've studied your DNA in order to understand your powers a little bit more. I discovered your tummy symbol isn't just an organ in the normal biological sense – it's a fascinating object with certain magical and quantum properties unlike anything else I know. And I think it should be possible – but complicated – to transfer a tummy symbol (together with the ability to do a Stare) to someone else. So we could just transfer your tummy symbols to the people of Rainbow City!"

"Uh…But won't that just mean there'll be thirty-and-something of them who'll be able to do the stare? That won't be much better than what we have right now."

"I'm fairly sure it would be possible to 'dilute' the symbol during the transfer, so that the entire population has them. Now, that'll only give them very unstable symbols, but that's actually a good thing – it means the symbol will break down after a short use, and will then go back to its natural place: your bellies! Supposing, of course, that they're not destroyed in the process…"

"Brilliant!" exclaimed Bright Heart. "We'll use the serum on them, transfer to them our ability to Stare, and ask them to produce enough serum to cure the world!"

"But as I said, it won't be easy. First, I don't have a transfer machine in handy – only the general working principle in mind. I'll…I'll need your help to build it quickly, Bright Heart."

That was when the pandas interrupted:

"Have you forgotten our valley? We must return with haste!"

"Or else everything will go to waste!"

"One more reason to act fast. Now, the second problem is the six villains waiting for us outside – if we try to pull off this plan, they'll do everything they can to stop us. And considering how delicate the whole operation is, they'll most likely succeed."

"But isn't your defense system preventing them from getting close?"

"They won't need to get close. They could just mess with Rainbow City while it has the Stare…And while my defense system is impenetrable from close range, I think they can defend themselves at this distance."

"Then what should we do?"

"As they say, the best defense is a good offence. While you will be dealing with Rainbow City, I'll distract those six."

"What, with your gadgets?"

"Those toys? Please. The gallery of tricks I used against John Bolt was designed to impress the crowd and cement my image of invincibility – if I had been aiming for efficiency, a regular gun could have outdone it all. I do, however, have a _genuine_ war machine I could use against them – the corridors here are too small to maneuver it, which is why I didn't use it earlier, but it's perfect for this job."

"Then we have a workable plan!" exclaimed Noble Heart. "Let's start immediately – the world is at the stake!"

"I concur. Bright Heart, let's get to work on this machine…"

Everything inside the skyscraper was colorless – all but Control, who, turning his back to Arnold, was looking outside.

"The whole world…Impressive. I'll concede this much to the chess player…He's good with technology.

I'd ask you for your opinion, Arnold…But, after the blast hit you, there isn't much chance left you'd answer, is there? Why, right now, I bet I could take you or anyone else, then roast you alive – and you wouldn't care.

Unfortunate. This world, and everything within it, is mine to rule. I am king, and my kingdom lays wasted. I had thought that, under the combined assault of my associates and the Care Bears, the C-bomb would be destroyed – but the defenders of feelings weren't even _trying_ to stop Warren, just my brother and the mad scientist. An unexpected twist. I suppose Warren has somehow ensured their neutrality.

Well, what is a ruler with nothing to rule? I will have to see that the world is restored to its earlier state. Or perhaps the Wishing Star's creations and the mastermind can handle that by themselves…"

That night, many Care Bears and Cousins had trouble sleeping – those who even tried, anyway. Bedtime Bear was constantly watching over the security video feeds, making sure the six villains weren't trying anything. He was thankful that it was too dark to see how grey the Earth below them was – it would have been extremely depressing. Meanwhile, Warren and Bright Heart were still working on the transfer machine – it was a good thing Warren was a coffee addict, and that Bright Heart sometimes worked late on his inventions.

"Honestly, you keep amazing me" said the raccoon. "In all these years, I never had even a shadow of a theory to explain our powers…You're relatively new, and you already seem to understand this better than I do. And this transfer machine we're designing? A normal genius, like me, would need years to design it. You're doing it overnight. How can you do that?"

"It's both a matter of innate potential and intensive training. An Olympic athlete once said that, in his opinion, millions of people could beat him if they really put themselves to it. But people rarely develop their potential to its limits. I, on the other hand, have been doing just that for most of my life. I've always tried to take on new challenges, learn to see patterns that eluded others. I was born a genius, but trained myself to be an efficient thinker. Now I'd like to ask _you_ a question."

"Shoot."

"How do you do it? How can you stay so…humble? You may not be in my intellectual league, but your intelligence puts you on a level few humans match – and doubtlessly above anyone else in your family. And yet, you display no arrogance."

Bright Heart seemed surprised by the question. He thought about it for a while, then said: "Well, what's to be arrogant about? I know what I can do, and I know what I can't. I'd be arrogant if I thought I was better than I really was.

Sure, I'm smarter than the others. So? They're my family. I love them the way they are, and each one of them has qualities I do not. Why should I be arrogant?"

"Ah, of course. One genius grew up in a family that valued him for his obedience to their faith, and rejected him for his independence; he learned to value that which put him above others, and became arrogant. One genius grew up in a family that valued him for himself; he learned to value that which bound them together, and became compassionate. Simple enough, really."

"I'm sorry for everything you went through."

"I appreciate your support, but let us focus on the task at hand. I think we should try this simulation…"

Finally, around 10 A.M., the machine was finished. Checkmate Warren and the Care Bear Family went over the strategy one more time:

"Press on this button to release the serum on the city. Then, all of you must direct your Stare at the transfer machine, and it will give your symbols to the population. Use this microphone to address them – I rigged it to connect it to loudspeakers all over the world, for when I had important announcements to make. Just tell them how to use their Stare, and to aim it at the device under the castle – that'll produce enough serum, which will go to the big cauldron. Then, all the energy from all the machines in this castle will be transferred to the cauldron – the serum will explode, and be ejected upward in a stream of particles; these particles will reach the ionosphere, then be carried by the Earth's magnetic field to every point on the planet's surface.

In the meanwhile, I'll be fighting the 'Sinister Six' – with **this**!" he then revealed his invention – a robotic exoskeleton.

"Wow. Is that…"

"A battle suit. A prototype. I believed, and still do, that it's the future of warfare: The strength of the machine is fantastic, but it lacks the intelligence and dexterity of the human; this design allows a human to wield the machine's might, taking the best of both worlds. I could stop a tank or two with it…I just hope I'll be able to stop _them_."

"Then everything's ready?" asked Tender Heart.

"Almost. See this safe? It contains Artifact X. I'll need you to keep it safe for me. Please don't ask me what it is. Otherwise, everything's ready."

"Good luck out there, Warren."

"Don't screw up", replied the mastermind.

Outside, at a safety distance from the castle, No Heart's dark cloud and Cold Heart's heli-platform were in stationary flight.

"The Care Bear Family are now the only creatures in the world who still have feelings" said No Heart. "Once we destroy them, our victory will be complete!"

"I'm still trying to figure out a way past the defense system" replied Cold Heart. "Maybe with a sonic weapon…"

Their plotting was cut off when suddenly, serum was dispersed from the castle over Rainbow City (well, Drab City). Before the villains could understand what was happening, all the colors came back to the town.

"Nooo! They're ruining it! We must stop them!" shouted No Heart – but he was cut off by Cold Heart's remark: "Hey, what's that flying in our direction?"

His question was soon answered: Warren, in his robotic battle suit, looked like a futuristic knight…With the jet-packs on his back, he could fly toward the villains at high speed…And when he used impulse guns on his suit's arm to shoot in their direction, he didn't leave much room for doubt as to his intentions. A fierce fight soon began.

In the meanwhile, the people down there were realizing that they now had their feelings again…And before they could make heads or tails of the situation, the familiar voice of Tender Heart came through the loud speakers (it was also heard in pretty much every place, but was aimed only at the population of Rainbow City):

"This is Tender Heart of the Care Bears speaking to the people of Rainbow City! We have just returned your feelings to you, but we'll need your help to return the feelings of the rest of the world. In a short moment, we'll transfer our tummy symbols to you. Don't be scared."

"Wait a second there" asked the mayor, after clutching his often-used loud speaker, "what about Checkmate Warren? And why is he fighting those villains?"

"There is no time to explain in details. Let's just say that Warren is trying to repair the damage. Now please, we'll need you to work with us, and we'll need you to do it _now_."

Warren's suit was holding out against the rays of frost and the lightning bolts, but he knew it would break down sooner or later. A quick impulse shot the magical mirror out of Shrieky's hand – but the protective heating unit finally died out, and Cold Heart was able to freeze his impulse gun with the freeze machine. In response, Warren got a metallic cable out of some part of his suit, and threw it at one of the propellers of Cold Heart's platform. The propeller immediately caught the cable and tangled up, immobilizing itself – which caused the platform to start tipping over.

As the Care Bears and Cousins all Stared into the transfer machine, their tummy symbols disappeared. It felt odd to be without them – but it felt even odder for the people in the town below to suddenly have symbols on their bellies (and showing on their cloths) that matched their personalities!

"Each one of you now has his own symbol. We will need help from all of you – only you can now return colors and caring to the world. Can you see the device below the castle? If you use your Stare on it, it will allow us to make a serum to restore caring, just like the one we just used on you.

I know you've never done this before, but it isn't too hard: Just focus on how much you care, and how much you want to restore caring to the world – then try to send your love toward the device. It'll come naturally."

Realizing his spells weren't breaking through the suit's armor fast enough, No Heart decided to use his amulet instead. He transformed into a powerful winged monstrosity, and flew toward Warren. The two clashed in mid-air while Cold Heart and his acolytes were desperately trying not to fall off their platform. As No Heart immediately discovered, the battle suit increased Warren's strength – not to the point where he was as strong as the sorcerer's present form, but still to the point where he could put up a decent fight – and he surprised No Heart by removing his amulet, and throwing it away. No Heart, needing the amulet for his magic, tried to disengage from the fight to go after it, but Warren took advantage of that to catch him in a headlock and strangle him.

Beastly, however, had in the meanwhile left the dark cloud and mounted his flying machine. He managed to catch the amulet, and throw it back to No Heart – then ram into Warren. Warren responded by kicking Beastly and his machine out of the way, but still fell with No Heart almost all the way down to the ground.

Slowly but surely, the people of Rainbow City began using their stare. Thousands of rays of light lit up and beamed toward the device, soon becoming tens of thousands. For a short unforgettable moment, there was a gigantic cone of light between Rainbow City and the castle – and in no time, the huge cauldron filled up with serum. Which was when a huge surge of energy from all of Checkmate Warren's machinery hit the cauldron. The serum sort of blew up – it flew miles and miles into the skies, and stared falling back to Earth. The radius of several miles surrounding the city quickly regained its colors, and the grey kept regressing at an incredible speed – perhaps not as fast as it had come, but more than fast enough. And as the tens of thousands of Stares ceased, the tummy symbols of the population faded, and returned to the Care Bear Family.

_Black._

John Bolt and his superior were both startled at first when their feelings returned. John was the first to react: "Get satellite feeds. Presto."

_Brown._

Christie, awakened from her apathy, stared at the device in her hand.

"Crud. This is going to be one expensive phone bill."

_Yellow._

"Pastor? Pastor? Are you okay?"

"I…think so, Nicholas."

_White._

Control seemed amused. "Ah, Arnold. Welcome back to the land of the feeling."

"Wha…What happened? I mean, I remember everything, but why is everything back to normal?"

"Because, as usual, my brother has failed. As he always will. In the end, the true prize always comes to me."

On the ground not too far from the city, Warren and No Heart were still fighting.

"**No! The uncaring is disappearing! You've ruined it all!"**

"What were you expecting, you pathetic wannabe villain? That I'd let you use _my_ invention to ruin this world even further?"

"Enough! You shall die for this!" And with that threat, No Heart changed form again – he looked now like some kind of Grizzly-sized lobster. With one of his huge pinchers, he tore off the battle suit's right arm (thankfully Warren's arm didn't come off with it). He then proceeded to squeeze the suit with both his pinchers in an attempt to crush Warren – but the mastermind simply _slid_ _out_ of the suit, getting away just before No Heart crushed it, causing the suit to explode in the sorcerer's hands (err, pinchers).

While Cold Heart's platform was hitting the ground (at a speed that wasn't enough to kill its occupants, but nevertheless too fast for their well-being), as Beastly's machine, damaged by Warren's kick, crashed into the ground, as Shrieky on the dark cloud approached the ground trying to grab her magic mirror (which had been shattered beyond recognition), No Heart, a bit dizzy from the shock, faced Checkmate Warren.

"I am evil. I am hate. I am No Heart. And I will crush you!"

"Charmed. I am strategy. I am cleverness. I am Checkmate Warren. And even if I was blind, deaf, crippled, and with my arm tied behind my back, you still wouldn't be a threat to me, you incompetent fool. I have more clever tricks up my sleeves than you'd be able to count. I can, and do, beat all odds regularly. And I won't even have to fight you, anyway – look who's coming this way!"

And indeed, the Care Bears and Cousins were coming on their cloud cars, their tummy symbols already glowing. No Heart knew very well that he was in no shape to fight them – but he also realized that right now, there was no-one in his castle. He transformed into an eagle, grabbed Shrieky and Beastly, and flew up to his old lair – not noticing (yet) the smoke starting to come out of some parts of it.

The icy trio didn't stay for another fight either. They could hear Control's voice in their heads: "An unfortunate turn of events, my friends, but all is not lost – I had a back-up plan. See that black car over there? Get inside, it will drive you to safety." As they followed the instructions, the car's driver began speeding away, taking them far from Rainbow City.

"Well, at least we got our revenge on Checkmate Warren" said Cold Heart. He then addressed the driver: "Now, keep going in this direction. We'll get off at…"

"Why the hurry to leave, Professor?" came Control's voice. This time, it was coming from a phone in the car. "Just let the man drive you to the destination I indicated. I believe you won't be disappointed."

"For crying out loud, who _are_ you!" the Professor seemed increasingly annoyed.

"I'll explain it all as soon as you reach my HQ…Which, incidentally, will also house your new laboratory, Professor. Believe me, this is going to be a fruitful collaboration…"

The Care Bear Family landed near their unlikely ally.

Take Care was the first to speak to him: "Are you alright?"

"Fine, I guess. No Heart's problems aren't over, it would seem." Warren looked up. Some of the bears and cousins did the same – and saw frightening amounts of smoke coming out of No Heart's castle.

"What's going on there?"

"When all the energy from my machines surged to overheat the serum, it pretty much destroyed the machines. They're burning." He looked down at the remains of his battle suit. "_This_ machine is ruined, too." He sighed sadly. "Oh well. I still have many inventions in my house…And financial resources…But it looks like I'm back to square one."

"Square one? What do you mean?" asked Tender Heart.

"What I wanted was to make the world a better place – I failed. Big time. I'm not used to it.

I guess that, in a way, the mentality of Salvation Town hadn't completely left me – I was still looking for a quick way to fix everything in the world. Since the Perfect Book didn't work, I thought maybe _I_ could fix everything – if I was in charge. My plans had virtually always succeeded…But I took too big a risk with the C-bomb. And it nearly destroyed everything that was worthwhile. The sheer arrogance I displayed…It amazes me that I could be simultaneously so clever and so stupid.

All along, I've been telling myself that the ends justified the means, and that it was okay if I hurt some people on my way, as long as in the end, I fixed the world. But…I never was really evil. A jerk, perhaps, but not evil. I was just comfortable maintaining the illusion of absolute villainy because it kept people afraid enough of me to let me get my way – and allowed me to do everything 'right'. I thought that if I was in control of everything, I'd be able to run it all smoothly…But if my master plan could backfire so badly, then how can I know that the world would have been better off under my rule? And what gave me the right to take control of people's destiny so completely?"

He looked sadly up to the Care Bears family: "I…I apologize for putting you through all of this. I don't know what else to say…"

True Heart interrupted him: "Warren, you s_aved the world_! I know, you're thinking how the threat wouldn't have been there in the first place without your actions. That's true, and I won't deny it. But you have nevertheless gone to a lot of trouble, and even risked your life for the noblest of goals.

You have good reasons to be upset with yourself. But you mustn't let that ruin your life. I believe I can speak for the entire family when I say this: You're forgiven. We'll remember you as a good man, not as a villain." Several members of the family concurred.

Warren gave them a sad smile. "I doubt the rest of the world will be as forgiving as you people, but…I appreciate the support. I really do."

About then a crowd, led by the mayor, came from Rainbow City. The mayor addressed the family: "Excuse me, but…The last day has been highly confusing for us. Could you please explain the recent events?"

"Here's the lab" said the man who had led Cold Heart and his crew from Rainbow City. He had just taken them through a secret passage, leading to a hidden room inside a huge building. The Professor looked around.

"Hm. State-of-the art material. It will do. But who owns it?"

"I believe that would be me." The cold villains looked and saw a handsome man, dressed in what had to be an extremely expensive suit. He gave them a million-dollar smile, then extended his hand to shake Cold Heart's. "Clifford Quentin, billionaire playboy and your new employer. Glad to have you here."

"Wait a minute," said Cold Heart, still trying to make heads or tails of the situation. "Your voice…"

Before his eyes, the playboy changed form. Suddenly, he was a green-skinned humanoid dressed in a purple robe, looking a bit like No Heart. He was still smiling – but this time, it was a predatory smile.

"Of course, Clifford Quentin is but one among hundreds of identities. In private, just call me Control."

"You…You're somehow related to No Heart."

"Perceptive. But understand, Professor…No Heart is the one who attracts attention. I'm the one who gets results."

Three weeks later, in a Care-a-Lot that looked like no time-freeze had ever taken place, the Care Bear Family was getting a visit from Checkmate Warren.

"…so for a while, I thought I'd have to spend the rest of my life hiding. But with your recommendations, and the videos from what happened in the castle, they finally pardoned me. It doesn't mean that anybody out there trusts me, of course – and I can't blame them – but at least I'm not in jail, or on the run."

"About that…Where did you get the videos? All the machines in No Heart's castle burned."

"Yes, but there was a satellite connection to my home computer system. If there's anything I learned from my days as a computer technician, it's to always keep backups of everything; all the data got copied there, including the videos from the surveillance cameras. So they know how I helped you fix the damage."

"You know, the last few months have been rather hectic…We wake up from temporal suspension, and then we suddenly have to face the greatest threat to the world we've ever seen. You don't waste any time, do you?"

"At least some good came from it" noted Warren. "As you may have noticed, people too often don't value something until they've lost it. It would appear that losing their feelings for nearly a day has made some people in the world realize just how important their feelings are. Especially in Rainbow City. By the way…From what I've seen, the damage to Paradise Valley wasn't too horrible…"

"It's okay" answered Love-a-Lot. "After Perfect and Polite came back, it all quickly came back to normal. And Good Luck even stayed there for a few days." The pink bear got a dreamy look in her eyes.

"Good. Then I haven't caused any irreversible damage."

"It sounds like you're still feeling guilty over what happened."

"Of course. I can't just pretend it never did. But I can hope to make amends."

"We should introduce you to a friend of ours, Dark…I mean, David Hall. He knows a thing or two about this kind of situation."

"I'll gladly meet him. By the way, where is Bright Heart? I wanted to show him some ideas…I think some of them could be useful for his own inventions."

"You'll find him easily when we'll all have our reunion in two hours at the Hall of Hearts."

"Fine. I'll have my own announcement to make…"

At the NSA, John Bolt was fuming.

"A full pardon. He threatens the world with a weapon of mass lobotomy, and gets a full pardon. I knew we lived in a crazy world, but this is a new record."

"He had the support of Care-A-Lot, John" said Terri. "They don't have political power, but people _listen_ to them."

"And that's supposed to make me feel better? We had him. He had lost his HQ, lost his weapons – he was at his weakest! And. We. Let. Him. Go."

"Calm down, John. He promised to reveal his secrets and let go of computers worldwide…"

"Not enough. My mistake earlier was not to go at him all the time. I won't make that mistake again – this time around, I'll be watching him like a hawk. Next time he threatens the world, it'll be over my dead body."

The entire Care Bear family (except the pandas, of course) and Warren were listening to Noble Heart's speech:

"During several years, we have been frozen in time. Although No Heart, Cold Heart and their associates were also frozen, and couldn't hurt the world during that time, the world situation has nevertheless gone downhill. It is not desperate, thankfully. And while it may have taken us some time, and we have had to face some tough challenges, I can now proudly say that the situation of the Care Bears and Care Bears Cousins has gone back to normal!"

True Heart then spoke: "And I would like to congratulate our newest friend, Checkmate Warren, for learning from his mistakes, and for proving that, all in all, he's a good person, no mater what his business card says."

Warren looked like he suddenly remembered something important, then said: "Uh…You still have the business card I gave you when we first met?"

"I guess so." replied Tender Heart. "It's probably somewhere around here. Why do you ask?"

"Ummm…I'll explain later. Anyway, I wanted to make a small announcement:

As you all know, my previous actions have caused quite some havoc. I allowed my good intentions to be twisted by my arrogance…and by the fact that I'm a control freak. Had I been thinking rationally rather than with my pride and desire to control everything and have my way, I could have seen how bad a solution world conquest was. Nevertheless, I still hope I can do something for the Earth. Which is why I wanted to tell you this: I, Checkmate Warren, vow to find a way to make the world a better place without hurting innocents. That's all."

"A noble vow" replied True Heart. "Knowing you, I'm certain you'll succeed."

"Heh. I might have an idea already…"

**NEXT: FEARSTORM!**

AUTHOR'S NOTES: Well, that's it for the first "season". Of all the original stories, I believe this is the one that'll get modified the most…One of the reasons it got so much longer was that I wanted to show more of Checkmate Warren being an archvillain. With his intellect and drive, he can make for a formidable foe…

The reference to Helen Narbon was in relation to "Narbonic", a webcomic about mad scientists by Shaenon K. Garrity (www dot narbonic dot com).


	10. Interlude: Fearstorm

**INTERLUDE: FEARSTORM**

There were many dangers to being a Care Bear. Despite – or rather, because – of the help they often gave to humans everywhere, they had over the years made many dangerous enemies. More than once, they had been attacked in Care-A-Lot itself. Many more perils were to come – but that evening, in Gram's cottage, reigned an atmosphere of safety and coziness, with the older bear telling stories to the cubs while pastry was slowly baking in the kitchen.

"…And so, Rikk and his friends from the Science Fiction Club saved the world from the evil Mister Mist. The club would go on to have many more adventures…But that is a story for next time."

"That was a great story Grams" said Hugs.

"Yeah," said Tugs, "but…why did Rikk accept Mist's offer? He knew he was evil."

"Because he didn't know how else to protect the people he cared about" answered Grams. "Just like we made a deal with Checkmate Warren when he was still evil because we had no other way of protecting _you_. Rikk and his friends were doing what they could to protect the world, just as we do."

"But Grams," said Hugs, thinking – "aren't bad guys _also_ part of the world? No Heart, and Beastly, and Cold Heart…"

"They are, my darling. It's a big world, and it has everything in it – good people, not-so-good people, and bad people. We help whoever we can, but that doesn't mean we don't need to be careful around some of the bad people…"

Inside his skyscraper office, Control was greeted by his secretary, Ms Smith.

"Good morning Mr. Quentin. You have a meeting scheduled with the board of Empire Online at 3:00pm for your acquisition of their company, and the policemen's ball is this evening at 7:00pm."

"Ah, yes. I took advantage of yesterday's golfing to convince Timberton it wasn't worth his while to make a large donation to the police. He was the last one the list; with such low donations this year, mine will seem generous in comparison."

"Yes, sir. How much do you intend to donate to this charity this year?"

"Same amount as last year. And it's not charity, Ms Smith. It's bribery in broad daylight – it is important that I keep most of the police in my pocket.

I trust you can handle everything else today?"

"Yes, Mr. Quentin."

"Good. Then call Arnold. I need to speak with him in private."

A minute later, the young man was inside the office, while Ms Smith was off to keep everything running smoothly.

"You called, boss?"

"Yes, for two reasons. The first is that I'm meeting with Carlo Lucianni at noon."

"Isn't he cappo di tutti cappi?"

"Yes. The leader of this town's Mafia. I don't want him recognizing you from the time you infiltrated them, so, make yourself scarce."

"Yes sir. But why worry? Aren't you in a position of power here?"

"You misunderstand. I'm not meeting him as Control, world's most powerful arch-villain, but as Clifford Quentin, billionaire businessman and media golden boy. I need him to believe he's in a position of power. I intend to make him some business offers concerning how to run some new casinos in town, and he needs to believe _he's_ in control."

"Do you expect any problem?"

"Not really. I know how his mind works, I've studied him a bit, and I've prepared this meeting well. Even the music was chosen appropriately – it's the music he chose to play on his wedding."

For a moment, Control said nothing…Then he snickered.

"Heh. You know, I used to love music, back in the days. Nowadays, it has lost all meaning for me. I don't have any feelings for it to arouse – I only ever put music on when I need it to influence others."

"Sir, what was the other reason you wanted to meet me?"

"I believe you can guess that by yourself, Arnold."

The young man winced. "I failed. I couldn't convince Mr. Ci to give me the Gemskull."

"I suspected as much. Ci isn't just anybody. Well, I guess we'll have to rely on the heavy artillery."

"You'll handle him yourself?"

"Not _that_ heavy. You know what I am capable of, Arnold. My involvement would be overkill, and it is better reserved for truly vital things. No, we will compromise here."

Control paused dramatically, then said: "Call Fearstorm."

Author's notes: And so begins the first all-original story in the Extended Edition. "Fearstorm" is meant as an interlude between longer stories. Also, judging from the number of hits so far, it looks to me like some readers are only reading the new chapters. I recommend reading the old ones – they, too, have been revised.

The story Grams was telling here was one of the stories from T Campbell's "Fans", a fantastic webcomic on Graphic Smash (www dot graphicsmash dot com). Though she must have made some modifications before the story was fit for little children…


	11. Chapter 1: Strength in Numbers

**CHAPTER 1 : STRENGTH IN NUMBERS**

The police had the bank surrounded. "The robber is believed to be alone inside there," one of them explained to his friend. "Just barged inside with his motorcycle and guns, told them to give him all the cash…Crazy."

"So he's not a big planner" replied the second officer. "The real issue will be the hostages…"

"It just got more complicated" told them a third cop, obviously agitated. "From descriptions, it sounds like this guy is _Risk-Runner_."

The two others paled. "Risk-Runner? _The_ Risk-Runner?"

About then, a shout came from inside the building: "Okey-dokey, boys in blue, I'm coming outside. Warning, though: I'm holding a hostage in front of me!" For the next few seconds, nothing happened…Then the glass door shattered into thousands of shards as a motorcycle ran through it, carrying the robber, and, in front of him, his terrified hostage. As soon as they got out of the bank, the criminal, not speeding down, let go of the steering wheel; holding a gun in each hand, he began shooting at the police before going past them. Some police cars began pursuing him, but he pushed his hostage off his vehicle after a few blocks; some of them stopped to help the victim. One car kept going after him; after a few minutes of chasing him through traffic, he suddenly turned around, and drove at full speed toward the police car. A second before impact, he stood up on his motorcycle, and jumped upward, catching a power line. The two vehicles collided; the robber simply ran away, laughing and looking at the bank bills in a plastic bag he was carrying. "_That_ was fun. Risk-Runner takes another one!"

His self-satisfied moment was interrupted when he noticed a faint buzzing coming from a device of his. He took a quick look at it. "Fearstorm meeting? Could be fun."

Inside City Hall, under the cover of the night, a sleek and shadowy figure was silently but quickly progressing. Checking around a corner, she saw a security guard walking in her direction. Hiding behind the corner, moving so fast it would have been hard to tell what she was doing even in broad daylight, she put some sticky glove-like object on her left hand, and held a dart in the other. Only a few seconds later, when the guard came around the corner, he didn't see anyone – she was above him, her glove attached to the ceiling, her dart ready and aimed at the guard. Luckily for him, he didn't turn around or look up – he hadn't heard or seen anything, and just proceeded to the next corridor.

She went on, picking a lock, using stolen keys on another, before finally reaching a safe. There, using another set of tools, she used acid to melt specific parts of the mechanism, opening the safe; looking quickly through its contents, she picked a few documents, then made her getaway. A clean job – she had found what she wanted, hadn't gotten detected, and hadn't even needed to kill anyone this time.

Later, on her cell phone, she was holding a discussion with her client:

"Yes, I got City Hall's plans, Mr. Hoover. This will ensure an easy victory against the mayor at the next elections – you're not worried about being linked to this, I assume?"

"Not at all. Guy based his entire campaign on security – he can't admit his own City Hall was successfully visited by a burglar."

"Not just any burglar, Mr. Hoover. I am Weaver, and I charge accordingly."

"Of course. Best money for the best professional, I know. The other half of your pay will be where you specified as soon as I have the documents. Incidentally…I might have another job for you…"

"Tempting, but I'm afraid I have to decline. Fearstorm meets tomorrow, and my gotta attend."

Inside the huge countryside villa, gunshot after gunshot resonated.

"I knew the cartel wouldn't like my going solo" said the villa's owner, "but _this_ is overkill. Will you boys be done with the hit men soon?"

"Mister Valdez," said one of the two bodyguards who remained near him, "you don't understand. We're _losing_! Most of the bodyguards are dead already!"

"_What?_ How many hit men are there?"

"Just one, sir. It's Multi-Shot."

"They…They sent Multi-Shot?"

At that moment, the door to his room exploded. The assassin walked in – he was covered from head to toe in a brown-copper full body armor. The two bodyguards quickly lifted their guns, but only one was fast enough to shoot – the bullet ricocheted on the armor. Multi-Shot, despite his heavy armor, moved very fast, raising both his arms. He moved his fingers; cannons on the armor's arms quickly rotated, and shots came from both arms. The bodyguards fell.

Valdez looked at them. He looked at the assassin. Sweating, he tried to force a smile. "V-very good, mister Multi-Shot. You're as extraordinary as your reputation. I'll pay you twice – no, three times what they pay you if you work for me!"

"Tempting," Multi-Shot spoke for the first time since the carnage had begun, "but I've already accepted the cartel's contract, and a mercenary's reputation is as vital as his skills."

Only a few minutes later, his contract fulfilled, Multi-Shot left the villa. He had a Fearstorm meeting to attend.

There was a sudden crackling, then the door burst into flames and fell apart. The engineers and lab assistants recoiled in surprise as a strange figure walked through the doorway. He was oddly clothed, costumed with numerous wires and coils on his upper body, arms, and the space surrounding his head.

"Who-who are you?"

"Oh, surely you've heard of me" he gave them a cruel smile. "I am Zap! I am the master of electricity! And you have angered me!"

"Wh-what?"

"Don't deny it! This laboratory is dedicated to the creation of long-range electric weapons!"

"Um, yes…They're improved stun guns…We know that by ionizing the air, we can make it conductive…"

"No-one is allowed to mimic my powers!" Zap roared. He then lifted his right arm, aiming it at some of the prototypes. Electric bolts came out of the machinery surrounding his arm, destroying his targets. He aimed again and again, destroying nearly half the lab, before he was satisfied.

"I'll stop…This time. If I find out this research has started again, there will be lethal electrocutions. Now if you'll excuse me, Fearstorm awaits."

Brenda Connors was glad to be home after such a day. Despite everything that was happening, she at least felt safe there.

The illusion of safety wasn't going to last. All of a sudden, the light went out. Surprised, she got up from her armchair, and, slowly, began to move toward the table. She knew she had a flashlight in the upper drawer…But as suddenly as the darkness had come, bony hands caught her from behind. She screamed in terror; the next moment, the hands threw her forward; she fell down. A dim light appeared, and she gazed at her attacker; she screamed again when she saw a monstrous-looking being, attired in a dark cloak.

For a short while, the frightening intruder delighted in bringing her to the height of terror. Finally, when she stopped screaming, he leaned toward her, and said "Good evening". Somehow, the way he said it, it was scarier than silence. "Who are you?" she barely managed to say. "I am Doctor Fright" he said with pride. She gulped, recognizing the name. "I feed on people's fear. And you, Brenda, have a very good reason to be afraid." She said nothing. "If you testify against Colt&Roentgen…Then I'll be _back_."

With that frightening threat, the darkness returned. For a while, Brenda remained sitting in the dark, too frightened to move. When she finally managed to bring the lights back on, the vampire was gone.

Inside the military base, the FBI agents were trying not to show their fear as they kept interrogating one of the most feared men on Earth.

"So this…Second Alaska base. Anything special about it?"

"Automated impulse guns, to defend it from attackers for a while" explained Checkmate Warren. "There's also a half-mile long tunnel with a small railway that allows one person to reach the tunnel's exit in a very short time. The exit is a small helicopter hangar, hidden by a roof that blends with the ground. The whole idea was that if the base was besieged, I could go through the tunnel and escape with a helicopter no-one would suspect the existence of."

"I'm getting a headache. Just how many contingencies did you plan for?"

"Not enough, obviously. But I spent years planning everything."

"And I still don't think you're telling us everything."

"No, I'm not. There are things I'd rather keep for myself."

"You – you can't! Your pardon…"

"…has already been granted, and had no strings attached. And what are you worried about, anyway? That this is yet another twisted machination? That I'm still plotting a takeover? I've given you the coordinates of dozens of lairs, the intricacies of hundreds of tricks, the ways I went past all your security measures…I've even told you how to free your computers from my control! If I still intended to pursue my goals of conquest, do you really believe I'd have worried about getting pardoned in the first place?"

"It _could_ be a ruse to get our trust."

"When have I ever needed it before? I had your _fear_; that was enough.

Now if you'll excuse me, I believe I've told you enough for today. I have more constructive projects to attend to."

Weaver and Multi-Shot were already seated in Fearstorm's HQ when Zap showed up.

"Looks like the electrician's in."

"Watch your tongue, Weaver" replied Zap. "I don't fancy smart nicknames, not even from the world's greatest cat burglar."

"I think of myself as more of a spider" she said, "moving from thread to thread. Besides, when have you ever seen a venomous cat?"

Not much later, Doctor Fright arrived. "Ah. Dracula's home" said Weaver.

"Have I _ever_ missed a Fearstorm meeting?" asked Fright smugly. "Incidentally, Multi-Shot," he turned toward the armored mercenary, "I heard about your recent shootout in New Mexico. Twelve victims? You're overdoing yourself."

"A pity I only got paid for one. To think he had eleven bodyguards…And none of them good enough."

Another hour passed before Risk-Runner finally came.

"You're late" said Zap, annoyed.

"Got hungry on the way, so I robbed a convenience store."

"You robbed a store just for _lunch_?" Weaver seemed disturbed. "I'm all for getting stuff free, but wouldn't it have been simpler to just _buy it_?"

"Sure. But…I was bored."

"Well, everybody's here" said Multi-Shot. "At least everyone who _matters_. Let's get down to business."

A minute later, the five villains were listening as a voice came from the phone system:

"Is everybody present?"

"All five of us, Control."

"Five will do. Now, I believe it's been four months since I last called upon your services…But I believe you could be of use to me in a small matter."

"Speak your piece" said Zap.

"It concerns an ancient Eastern artifact called the Gemskull. It is a seven-inches high skull carved in ebony, with emeralds for eyes. Possibly of a magical nature. It is currently in the hands of a certain Mr. Ci.

In his city, Ci is a pillar of the Hmong community. He is very easy to underestimate – do not mistake him for a pushover. Just get the Gemskull and give it to me.

Also, if the Gemskull is what I suspect it is, then avoid direct contact with it. If it talks, do not talk back.

I'm sending you coordinates. You will be paid standard fee, of course."

"Standard? Last time you agreed to triple fee" protested Multi-Shot.

"Last time was a far bigger job" replied Control's voice. "Now go at it."

As the communication ended, the villains looked at each other. "Well, that's disappointing" said Risk-Runner. "That's all he has for us? Jewelry theft? So much for our best client."

"I'll admit I was hoping for more" said Zap, "but standard fee is still a good price. Let's get to work."

"Work, schmork. I'm telling ya, we just get no respect."

"We are Fearstorm! We are villains feared nation-wide, and beyond!"

"Riiiight. Time to face it, Zappy: We're the _losers_ of evil!"

"Be silent!"

"It's true!" insisted Risk-Runner, ignoring the worried looks on the faces of Weaver and Doctor Fright (and Multi-Shot, though his face was concealed behind opaque Plexiglas). "We're not super-villains, just freaks. You want big shots? No Heart has the world shaking in its boots. Professor Blue Skin freezes whole cities. Checkmate can threaten the UN. Control can do anything he damn well pleases. Us? We're one guy in riot armor who's a good shot, one chick who decided to be an evil cross between Spider-Man and Catwoman, one bloodsucker who gives a good boogah-boogah, one armed robber who feels no pain or fear of death, one walking battery, and one guy who's actually in jail."

Zap's short temper kicked in, and he clenched his teeth as he sent a high voltage through Risk-Runner. The latter's hair was singed, but he didn't seem to particularly care about being electrocuted. "I'm telling ya, we just get no respect. I know we got together to make it big time, but it just ain't working. Maybe it's the name. You think "Fearstorm" is a bit corny? Maybe we should cal ourselves M.A.V.O."

"MAVO? Sounds familiar" said Weaver. Zap, too, was trying to remember.

"Stands for 'Monsters And Villains Organization'" replied Risk-Runner. Seeing their perplexed faces, he added: "Hey, I always liked Teddy Ruxpin."

Zap electrocuted Risk-Runner again, but again, despite some cosmetic damage, he seemed indifferent – maybe even amused. It was Doctor Fright who ended it, putting his hand on Risk-Runner's shoulder, approaching his teeth to his neck, and saying, in an amused yet threatening voice: "I think you've had enough fun at Zap's expense for today, don't you think?"

For the first time since the meeting had begun, Risk-Runner showed actual signs of fear. "I-I guess so."

"Good. Then let me talk."

Circling the others, Doctor Fright spoke: "Risk-Runner isn't completely wrong. We're minor villains, nothing more, nothing less. We're feared enough that the police usually avoids us, but not enough to achieve anything important. Compared to the truly major villains, we're considered jokes. This has to stop – but we won't change that by changing our names. The names are fine – it's our work that has to change."

"Personally, I like our work the way it is" replied Multi-Shot. "I'm the most sought-after and best-paid mercenary in the world, even when I work solo."

"Good for you, but it's not enough" insisted Fright. "As long as we stick to _normal_ crimes, we'll be the little league, just a few notches above common criminals. If we want real success, we need to do something _bigger_. Something that will shake the world!"

"Hold it," said Zap. "Before you start building a doomsday machine, let me remind you of something: We have a job to do for Control, and I don't think it would be wise to forget about it."

"Perhaps. So we simply do both" replied Fright. "We will retrieve the Gemskull, yes…But we will also take advantage of this operation to set a deathtrap!"

"A deathtrap? For whom?" asked Weaver, getting curious.

Fright paused dramatically. "For…The Care Bears!"

There was a moment of silence. Then Zap laughed.

"The Care Bears? I remember you tried to get them before Fearstorm even existed. They beat you. What exactly do you think you could achieve by taking again on the pastel teddies?"

"Last time, I failed only through a fluke" said Fright. "This time, all five of us will be working together. And once the Care Bears have been defeated…The whole world will understand that Fearstorm is made of truly dangerous villains!"

"I see the idea" said Multi-Shot. "You figure taking out the world's greatest heroes, when even the big names like No Heart couldn't, will convince the world _we're_ the big league. Sounds like a plan to me. Reputation is half the work in this job."

"Love the idea" said Risk-Runner. "Count me in."

"It _sounds_ good" admitted Weaver, "but _can_ it work? After all, even the major villains failed…"

"But _we_ won't" assured Doctor Fright. "We'll plan this carefully…"

In Care-A-Lot, the Caring Meter was showing signs of trouble.

"What is it, Bright Heart?" asked Brave Heart as the raccoon was examining the Meter. "Is caring on Earth down again? I thought it was going up these days."

"That's not the problem" replied Bright Heart. "I think there's trouble on Earth…Destruction and fear."

"Maybe another natural disaster?" the lion was getting worried. "Wish, can you spot it?"

"It's not natural, for sure" replied the teal-colored bear. "It's somewhere in this neighborhood down there, see?"

"Then let's get down there and help! Brave Heart Lion to the rescuuue!" the leader of the Care Bear Cousins yelled one of his catchphrases as he ran to the cloud cars, with the two others following him…


	12. Chapter 2: The Wise and the Ruthless

**CHAPTER 2: The Wise and the Ruthless**

It was still morning as the kung-fu teacher surveyed his class; it comprised all ages, from children to adults, and even a few old folks like him. Right now, nearly everyone seemed agitated.

"Good morning, everyone" he said. "I'm afraid we can't begin with today's lesson quite yet."

His students looked at him, puzzled. A 9-year old boy asked: "Why, Mister Ci?"

"Because what I teach requires fineness; unless you are calm and focused, you're wasting your time here."

This time, it was one of the women who spoke. "How can we be calm? Our neighborhood has turned into a virtual warzone overnight!"

"Go on."

"Armed robberies, burglaries, muggings...There's been more crime here since yesterday than in the whole city!"

"It doesn't even make sense" chimed in another student, "My cousin says some monstrous being attacked and tormented him in the street at night, and almost gave him a heart attack, but it didn't even take his watch and wallet."

"Maybe it's race crimes?" suggested someone else. "I mean, nearly everybody's Hmong here..."

"I cannot answer all these question," said the teacher, interrupting their conversation, "but allow me to ask my own: What will fear accomplish?"

All were silent.

"It will only hinder your judgment and push you to act unwisely. To deal with this situation, you must first deal with your fear."

"But, mister Ci...Our lives might very well be endangered."

"None of us are immortal. Our lives are _never_ safe, and yet, you seem calmer most days.

All of you, listen closely. Breath deep. Now consider: In the end, we all die. You'd rather this not happen soon, perhaps. You can feel the fear – something is wrong with your world. But whatever it is, it will be better dealt with with a cold head than with panic. Acknowledge the fear...And rise above it."

The students did seem calmer now. Mr Ci went on: "We will discuss this some more later. But now, let's begin today's lesson."

While Mr Ci was teaching his students, the world's most feared mastermind was talking on the phone to one of the world's brightest mathematicians.

"I have serious doubts about this, Warren. Even assuming that this project can work, I don't think I am the person you need for this. I have the social skills of a desktop computer."

"Isaac, I _need_ you on this program. Putting aside the advantage of having your intellect on our side, I'm going to require at least one person that can stand up to me without fear. Everyone else there is going to know me as the archvillain who terrorized the entire world; if everyone's too scared of me to say when I'm making a bad decision, the whole thing could fall apart."

"So you want me to be the team's voice of reason."

"That's a way of putting it. Also, please consider that if you accept, you'll have the computer equipment and time to pursue your research professionally, instead of the few hours per week you have now between your personal obligations and programming work."

"Tempting, I'll concede. I'll consider it."

"Excellent. I'll leave you now; I must interview another potential recruit."

Ending the phone conversation, Checkmate Warren stepped in front of a modest housing and rang the bell. A short while later, the door was opened by a young blond man. He seemed cheerful enough at first, but when he recognized the man in front of him, his expression changed to puzzlement, then shock, the uneasiness.

"Ah, hello, sir...Are you..."

"Checkmate Warren. Pleased to meet you, Mr Cherrywood."

"Call me Nicholas" replied the young man, hesitatingly shaking Warren's extended hand. "How...How may I help you?"

"I am currently working on a certain project I believe could interest some people, including yourself."

"Come in" said Nicholas, still unsure of how to handle the situation.

As the cloud car landed in the problem zone, Wish looked around.

"Well, whatever the problem is, it's not obvious at first sight. So, I'm guessing it wasn't an earthquake or something simple like that."

"It could be No Heart", suggested Brave Heart. "We haven't heard from him in a while."

"The fire burned down half his castle. It's no wonder he's been busy" reminded him Bright Heart. "But tell me, don't the people in the crowd seem...preoccupied to you?"

Just then, a little boy who was walking hand-in-hand with his mother noticed them. "Hey! It's the Care Bears!"

"And Care Bear Cousins!" Brave Heart corrected him with pride.

"That's so cool! I should have known you'd come! You're going to solve everything!"

"We will do our best, but what seems to be the problem?" inquired Bright Heart.

"There's been a crime-wave", the child's mother took it upon her to explain. "Since yesterday, there's been an unending series of violent crimes being committed in the neighborhood. Nothing like it has ever happened before."

"Shouldn't the police handle this?"

The mother sighed. "I don't think they'll be able to do much this time. It's complicated. Look, if you want a better picture of what's going on, you should probably talk to Mr Ci."

"Mr Ci? Who is that?" asked Wish.

"He's the one everybody in the neighborhood asks for advice when something's wrong", explained the mother. "He owns the Kung-Fu school down the street. You should ask him."

"All right. Thanks!"

Inside Cherrywood's humble abode, Nicholas was serving Warren some coffee.

"Thank you. Now, Nicholas, as I said, there is an important matter I believe you could take part in..."

Still unsure of how to deal with his unusual guest, Nicholas hazarded a guess. "Does it have anything to do with my...studies?"

"You are referring, no doubt, to the research you have been conducting as an amateur on magic for the last few years."

"You know about that?"

"Believe me, everybody who so much as gets an invitation into this program has had his background thoroughly examined by yours truly. Nicholas Cherrywood. Parents, circus employees. Orphaned at the age of 5. Adopted by parents' old friend, Mr Fettucini – who, as the circus's illusionist, teaches you the ropes of his trade. Still a child when you find a sentient book whose immense magical powers you channel, as it manipulates you into attempting to erase all positive feelings from the world. Difficult fight with the Care Bear Family, ended when two humans – still friends of yours, I believe – convince you to reject the Spirit Book and take a chance on friendship instead. Stay with the circus for several more years, becoming an able magician under Fettucini's care. Leave the circus due to a desire to settle down, choose to work solo. Apparently left curious after your unusual experience, you begin studying real magic. Having channeled the Spirit Book's power before, you were able to distinguish between the immense amounts of junk and the very few traces of real magic you could find, becoming an actual wizard, if not a very powerful one.

Opinion of anybody who knows you: Outstanding. Known for kindness, gentleness and reliability. Good with children. Volunteer at local orphanage. Am I forgetting anything significant?"

"No-no...That's pretty much it, I guess. But that doesn't explain what you want with me..."

"And that is why you're so uneasy", said Warren, grinning. "The world's most diabolical crime genius, who has come _this_ close to taking over the world recently, has just shown up, out of the blue, at your very doorstep, apparently wanting to recruit you for some scheme. What could this cunning fiend want? Does this treacherous wretch wish to use your abilities for evil? Should you call the police? The Army? The Care Bears?"

"I...You were pardoned..."

"Irrelevant. I probably blackmailed the president, or threated to blow up Washington DC, or some other nefarious trick."

"You...you saved the world from the C-bomb..."

"A C-bomb I designed and built myself."

"The...The Care Bears said they trust you. What's good enough for them is good enough for me."

"Uh-huh. And you're willing to involve yourself with the infamous Checkmate Warren based on that?"

Nicholas stayed silent for a moment. "I...guess that depends on what you want. I'll hear you out, and make up my mind afterward."

"Now we're getting somewhere."

As Wish and the two others approached the building toward which they had been directed, Wish observed the people around them.

"Did you notice almost everybody is Asian? I'm pretty sure this is North America, though..."

"I'm guessing it's an immigrant neighborhood." replied Bright Heart.

"I'll say" said Brave Heart, admiring the kung-fu school as he knocked on the door. "Gotta love the Japanese style."

"I don't think it's Japanese..."

"Why not?"

"Too complex decoration. I'm guessing Chinese."

"Hmong, in fact" came a voice from behind the door as it opened, revealing a young woman who couldn't be older than twenty. "Welcome, and please do come inside."

"Um, thank you, Miss..."

"Ci, but please call me Sarah."

As the trio entered the school, they noticed that, despite the extravagant style the building had on the outside, the inside was pretty simple, albeit pretty. One very large room with a huge tatami, presumably for kung-fu practice, and a few smaller rooms, which apparently housed the Ci family.

Sarah was quick to serve drinks and make them comfortable before asking why they were there. Brave Heart chose to field that. "Our Caring Meter alerted us that something was wrong in this neighborhood. We came here, asked around, heard there was a crime wave the police couldn't help with, and were sent to ask Mr Ci."

"Are you Mr Ci's daughter?" asked Wish.

"His niece, actually. I'm afraid he's not home right now – my kid brother had an important ball game today, an uncle promised to come and watch. So unless the Mr Ci you're looking for is my dad, the math teacher, I'm afraid you're going to have to wait a while before talking to him."

"Ah. Well, I guess we can wait..."

"Actually, if you want to know what's been going on, I can fill in for my uncle. Tell you what: I'll give you a tour of the neighborhood, and explain what the problem is."

"That would be perfect! Thanks, Sarah!"

On a rooftop, Dr Fright and Weaver were making preparations.

"Are you _absolutely certain_ it'll work?"

"For the millionth time, Fright...We've practiced it. The ropes are secure. Everything's arranged perfectly. Your trajectory's easy to control. You'll do it like a freaking falcon!"

"As long as I don't do it like roadkill."

"You know, for the master of fear, you sure are a coward."

"Is that so?" asked Fright, his expression changing from worried to sly. "I do believe you have, yourself, a few very interesting phobias, my dear..."

"Uh, back to work" replied Weaver, even more nervous than Fright was a moment before. Dammit all, she hated when Fright did that...But he had a knack for figuring out what people were afraid of. No wonder he had more clout than anyone else in Fearstorm...Heck, Risk-Runner was deathly afraid of that vampire, and Risk-Runner was the kind of guy who would, on a lark, rope-jump after a horror movie marathon.

Fright himself was on the phone, speaking to Zap, apparently. If there was anyone who resented Fright, it was Zap – the two of them were butting heads every time Fearstorm got together. Damn Zap's temper...

"We've located our mark, Fright. We're attacking as soon as they get away from the larger public."

"Change of plans, Zap. We have some more time than expected, so wait until they get home."

"You cannot change plans without consulting with me, Fright!"

"I just did. It's called adapting to the situation my friend. Or have you forgotten whose intellect is orchestrating this little operation?"

"Don't make me laugh, Fright! Without my intelligence..."

"Yes, it certainly took a lot of brains to design your weaponry. Unfortunate, of course, that it wasn't _your _brain..."

"Fright, you blood-sucking little..." Zap's angry tirade was interrupted as Dr Fright simply turned off the phone, leaving his colleague steaming in anger.

As they walked down the streets, Sarah explained the situation to her furry companions.

"This may not be a perfect neighborhood, but it's usually quiet enough...Well, at least compared to how it's been lately. Last night, there was a series of burglaries, a zillion muggings, several shops were robbed, and there was even massive vandalism...And when I say vandalism, I don't mean graffitti, I mean places burned down."

"That sounds awful" conceded Wish. "What is the police doing?"

"Not much. They tried to arrest the criminals at first, then found out those were actually big-names...Some bunch of supervillains. Fearstorm. So, the cops don't want to touch this with a ten-feet pole."

"That doesn't sound very brave to me" said the lion. "Isn't it _their job_?"

"Well, yeah, but you don't send the Army after No Heart. You don't send the cops after Fearstorm."

"Pardon my ignorance," said Bright Heart, "but...who is Fearstorm?"

Sarah stopped in her tracks, giving them a puzzled look. "What, _you_ of all people don't know?"

Neither Sarah nor the others had the time to say another word as a blood-chilling laughter came from above. They looked just in time to see Dr Fright, seemingly diving or flying at them at top speed from the top of 5-story-tall building. Surprised screams were only beginning to form in their mouths when the vampire snatched Sarah and, conserving his velocity, rose up in the air, reaching the roof of the opposite building. Looking down at the defenders of feelings, he shouted out:

"It's been a long while, Care Bears! But this time, you will be crushed by the combined might of **Fearstorm**! If you want to get the charming lady back, we'll meet at the park. Farewell!"

And with another manic laugh, he jumped again, carrying Sarah with him. This time, they noticed there were thin metallic cables attached to him, allowing him to swing from roof to roof.

"Saraaaah!" cried out Brave Heart. "You slimy, cowardly vampire...You won't get away with this!"

"Brave Heart, where are you going?" asked Wish.

"Trying to catch him!"

"He's already too far to follow. If we want to reach the park quickly, we should probably try this instead." And with those words, Wish caused a cloud car to materialize.

"Okay, point taken" conceded Brave Heart.

A short while later, the cloudmobile was circling the park.

"You know, I'm not sure I really understand what's going on" admitted Bright Heart. "We've only fought Dr Fright once, and that was two decades ago from his point of view. Why would he pick a fight now? I thought he was too cowardly for revenge."

"And what's that fear storm he and Sarah were talking about?" said Wish. "From what he was saying, it sounded like a group..."

"If it is, then have a though job ahead of us" said Brave Heart. "On the plus side, I can see Sarah! Look down below!"

Indeed, Mr Ci's niece was within line of sight. She was also tied to a tree, and apparently unconscious. As soon as the cloudmobile landed, Brave Heart rushed toward her.

"Be careful, Brave Heart, it could be a trap..." Bright Heart began to say, but the lion was already untying Sarah.

"You might say that" came a female voice from above them. All three looked up and saw a woman in sleek, black clothing standing on one of the upper branches of the tree Sarah was bound to. Her expression seemed both mocking and predatory.

"Who are _you_?" asked Wish, both worried and puzzled.

The woman, in reply, made an impressive backflip jump, landing on the branch of another tree. Looking at her audience, she spoke: "You don't know who I am? I'd be insulted, if I hadn't been working so hard on stealth. I am Weaver, Care Bears – one of the main members of Fearstorm!"

"Again with that name" said Bright Heart. "What is Fearstorm?"

Weaver laughed. "That's what you get for not being around for twenty years. But don't worry – after we're done here, there won't be a person in the world who won't be talking about us!

I could have killed you right here and there with my poison darts, Care Bears. But it's too early for that. Oh, don't worry about the little angel – we used something far less lethal on her; she'll be fine. We only wanted to draw you here so that we could work without your interference, and issue a challenge."

"What do you mean?"

"I mean that while you're here rescuing the niece, the rest of Fearstorm is capturing the uncle. Mr Ci has something Fearstorm wants, and we'll make him talk soon enough. If you want to get him alive...Then you're going to have to beat all of Fearstorm together. I suggest you get all the backup you need. Toodles!"

With that said, she jumped off her tree...and the three realized she was attached to yet another steel cable. In only a few seconds, with agile swings, she was already gone from sight.

"Whoa. Acrobatic." said Bright Heart.

"I'll say. Um, Bright Heart, I think this is going to take the entire family. You call Care-A-Lot while Wish and I help Sarah."

"Got it."

Having dropped off his young nephew at his parents', Mr Ci was heading home. Though there were no exterior signs of it, he was plunged in deep thoughts about the recent situation. This recent crime wave...by notorious villains, no less...It was obviously part of some plan. Money? Power? The neighborhood wasn't wealthy enough for that. Almost everybody was either a first-generation immigrant from the early 80ies, or the child of such immigrants. Most of the first-generation immigrants had been farmers before coming, and many were poor and uneducated. Things were changing with the younger generation, but it would take a while before the neighborhood was wealthy enough to justify such criminal activity. The more he thought about it, the more he was convinced this was all about the Gemskull. If that thing was the indirect cause of all this suffering, he couldn't in good conscience keep it. He wasn't going to give in to the wicked and give it up, though; no, he would put it beyond their reach as well. Perhaps by throwing it to the sea...His ancestors wouldn't like him getting rid of such an artifact, but the lives and welfare of the people around him mattered more.

Such were the thoughts forming in Mr Ci's head as he entered his house. He had only taken another step before realizing something wasn't right. Some of the furniture had been moved, he could swear it. One of the tatami blocks was sticking up by half an inch.

Carefully, Ci stepped on the tatami. Had his house been added to the list of burglary targets? Had they tried to find the Gemskull, or maybe even succeeded?

"Good evening." The voice that said that would have sent chills down most people's spine. Ci turned around and saw Dr Fright, rolled up in his own cape up to the neck.

"A pleasure to meet you, Mr Ci." The vampire's voice made each word and syllable sound ominous. "We believe you have something that we want."

"A li'll piece o' jewelry" added Risk-Runner as he came out of a closet, gun in hand. "Ya know, you really shouldn't be collecting those anyway. What would people think?"

"It would do your health no good to oppose Fearstorm" added Zap, coming from behind the curtains, his machinery-coated arm aimed at Mr Ci.

"Simple suggestion: Don't play hero" added Multi-Shot as he came in from the kitchen, arms and canons aimed.

Mr Ci looked at his four assailants. Apparently, they hadn't been able to find the Gemskull. He took some comfort in that. If the legends were true, then letting it fall in villainous hands could spell disaster. Apparently, the hiding place he had chosen was good enough to elude them...But what if they tried to torture him? Threaten to hurt more innocents? Ci quickly decided that his best hope was to fight. Having him cornered, out-numbered and out-gunned, they wouldn't expect resistance, and he might have a small chance at winning, in which case the problem might be solved. At least as likely, they would kill him, and then he couldn't tell them where the Gemskull was. His family could explain to the authorities about the threat. And then, there was the risk that they'd win and capture him alive. He figured it was a risk he'd have to take.

The one with the gleam of insanity in his eyes would have to go first. Not only was he armed with a gun, he was also careless enough to get close. Crossing his arms, Ci slowly took a step in Risk-Runner's direction.

"What's the deal, Fu Manchu? Cat got your tongue?" said Risk-Runner. He said no further mockery as Ci's arms uncrossed, his right hand knocking the gun out of the bandit's grasp. His left hand formed a fist and punched Risk-Runner in the stomach. Leaving his opponent no time to react, Ci grabbed him and threw him in Zap's direction. Risk-Runner stumbled and managed not to fall, but was hit by Zap's electric blast.

Ci thought quickly. The most dangerous enemy right now was the armored one, but he was too far to attack, and was keeping his distances. The closest foe was the vampire. He had to gamble that Multi-Shot wouldn't risk gunning for him while he was in melee range of his teammates.

The old man made three quick steps toward Fright. In truth, he wasn't stepping so much as sliding his feet on the tatami. A look of shock and fear had already formed on Fright's face by the time the fists hit him – first at the chest, then the face. Ci's movements were not exceptionally fast, but they were precise. Catching the vampire, he hoped to use him as a shield to get closer to the one in armor – but Multi-Shot took a few steps back, returning to the kitchen. Still making split-second decisions, Ci decided to focus on the closer opponents. Still using Fright as a shield, he rushed toward Zap instead. Risk-Runner was still up on his feet, even though the electric current had been strong enough to sing his clothes and hair; Zap was aiming for Ci again, but the old kung-fu teacher threw the vampire at him. While Zap was trying to disentangle himself from Fright, Risk-Runner, smiling like he was having tremendous fun, sent a punch at Ci. Ci, despite some surprise at his foe's resilience, easily parried with his left arm and punched Risk-Runner in the face. Again, there was no expression of pain on Risk-Runner's face, but he was nevertheless forced to stumble a few feet backward. Ci turned toward the two others; Fright still seemed disoriented from his earlier punches, but Zap was preparing to attack. Sliding his feet into position, Ci kicked him in the stomach. He immediately reprimanded himself – a kick to the knee would have been a better way of putting his opponent out of commission. Nevertheless, it seemed he had attained his goal, as Zap fell to his knees, the breath knocked out of him.

Two shots resonated simultaneously. Ci felt a searing pain in both his legs as he fell to the ground, unable to stand. Multi-Shot had hit him in the legs from across the room.

"I can't believe you people" complained the armored mercenary. "Am I the only professional one here!"

"Nice shots, dude" said Risk-Runner, completely unfazed by the attacks he had been subjected to.

"Nice shots!" exclaimed Zap. "You could have gotten me _killed_!"

"I don't miss, Zap. Not at this range anyway."

Ci considered his options. With severe wounds in both legs, he didn't seem to have many...

Bright Heart turned off his communicator. "Tender Heart is bringing everybody he can as soon as possible. That'll be over 75 of the family."

"Good. But we'll need to find those Fearstorm guys first!" said Brave Heart.

About then, Bright Heart's communicator rang. "Bright speaking. Yes?"

"This is Checkmate Warren. I believe something's going on?"

"Warren! W...Hold it. How did you know?"

"I may not work with the underworld nowadays, but I still have contacts. Apparently some unusual events are going on in an area some of your family members are visiting at the moment."

"Actually, I'm part of the mission there" replied the raccoon. "We've encountered some difficulties. Does the name 'Fearstorm' ring a bell?"

"How could it not? Fearstorm is essentially a club of minor villains."

"Beg your pardon?"

"Allow me to put it to you this way: There is a certain unofficial hierarchy to crime. At the bottom of the ladder, one may find the nameless cohorts of common criminals, assonance not intended. Those are the people who commit the vast majority of crime in the world, and, on good days, are dealt with by the police. Somewhat above them are the minor villains: People such as Dr Fright or Sour Sam, who are not exactly a threat to civilization, but are powerful or unusual enough that the authorities generally choose to ignore them. Above them are the major villains – the people who actually _are_ a threat to the world at large. No Heart and Professor Cold Heart are the best examples. Finally, on the top ladder are the archvillains – the kaisers of evil, nigh-unstoppable fiends. In that category, you may find a certain grandmaster who has been referring to himself in the third person for this entire sentence.

The truth of the matter is that, of all the people I have just described, the minor villains are the ones most discontent with their position within the hierarchy. While they consider themselves to be above the common criminal, they do not get the same respect and fear that a major villain can hope to attain. Fearstorm was founded a certain number of years ago as an association of minor villains – the unstated goal being the improvement of their lot to, hopefully, that of recognized major villains. Its active roster totals five blackguards: The first is the infamous Dr Fright, who brings in experience, planning and a mastery over fear; I believe some of you are already familiar with him. Second comes Zap, a former technician at a military research base who stole an experimental weapon capable of projecting electric current at distant targets – the same effect as my electro-lasers. Zap is renown for a short temper, making him almost as feared among his teammates as Dr Fright; it is said that the two constantly clash for authority.

Third comes Weaver. A female cat-burglar of great skill, she has specialized in the use of climbing instruments that allow her to climb on walls or swing from building to building on metallic threads. She has also been known to rely on poison darts.

Fourth comes Multi-Shot. A talented hit-man, he, like Zap, somehow came in possession of an experimental weapon – in his case, a full-body armor with rotating guns installed on the arms. Doubtlessly the most professional of the group, he has become the world's deadliest mercenary.

Fifth comes Risk-Runner. He started out as an armed robber, and reports suggest he was somewhat insane to begin with. He turned into something far more horrific after a bullet lodged itself into his brain during a fight with the police; he survived, but lost the ability to feel pain, together with his survival instinct. He can take any injury without blinking, and won't feel so much as a hint of fear when faced with a threat to his life.

There is a sixth member, though you needn't worry about him. I am referring to the scoundrel you know as Sour Sam."

"Sour Sam is part of this too!"

"Technically, yes...There are some indications, however, that even his fellow Fearstorm members give him no respect. Defining yourself as an evil cook doesn't exactly elicit sheer terror, and his imprisonment probably didn't help any either."

"...I didn't know Sour Sam was in jail."

"You should really keep better tabs on your enemies."

"You may be right. But right now, we're going to have to deal with those people."

"Care to explain the situation?"

Bright Heart gave the mastermind a brief run-down of the recent events. After thinking it over for a few seconds, Checkmate Warren gave his reply:

"I think I see Fearstorm's angle...By defeating the Care Bear Family, they hope to establish themselves as the equals or even the superiors of the major villains. Though I admit I fail to see what they want from this Mr Ci..."

"Well, thanks for all your help" said Bright Heart. "At least now we'll know what we're getting into."

"Actually, your situation can be resolved with minimal, even virtually-nil danger to yourselves" replied the mastermind. "All it would take would be the application of the following strategy: First, you ought to..."

"Hold it."

"Is there a problem?"

"Warren...Please, please don't take this the wrong way, but..."

"...but you don't trust me enough to rely on my strategies again, considering my track record of manipulating those I advise toward serving my own goals."

"I don't mean to..."

"It is perfectly reasonable. After all, here I am, coming to you out of the blue at the very precise moment you are getting attacked by an organization that would fit in perfectly at the Arkham Asylum, and begin offering my advice. It _could_, for all you know, be yet another trick."

"Warren...If it was just us, I'd take your advice in a heartbeat. As far as I'm concerned, you've earned my trust, and I believe the same can be said of the others. But...it's not just us. There are other people involved who might get hurt by Fearstorm, and that means we have to be extra-careful."

"Meaning you trust me enough to entrust your lives to me, but not enough to entrust _other_ people's lives."

"...yes. I hope you..."

"...no, I do not feel offended. As I said, this is perfectly logical. Regardless, I am glad to have been of even a limited help to you."

"...Thank you, Warren."

"You're welcome."

With that said, Warren – who was inside his helicopter at the time – turned off his phone and sighed. "Oh well. Guess I'll have to resort to different methods. Thankfully, I have a plan B..."

Inside an abandoned church, Fearstorm was gathered around Mr Ci. Despite his injuries, his captors had decided to tie him to a chair.

"You're telling me _this_ old man gave you so much trouble?" Weaver seemed to find the whole thing hilarious. "I swear, you men can't fight worth zip."

"Hilarious" said Zap. "In case you forgot, our client himself said he was dangerous. My stomach still hurts...And just for that, old fool, I hope to make your interrogation extra-painful."

Mr Ci didn't seem impressed in the least. "Holding on to anger is like grasping a hot coal with the intent of throwing it at someone else: you are the one who gets burned, as said Buddha."

"Religious quotes aren't going to help you out of this one" said Dr Fright. "But unlike my colleague I do not intend to torture you. Not out of pity, no; because you're old and wounded, and I think you'll die even faster than you'll talk. But there are other ways to make you tell us where the Gemskull is."

"You are wasting both your time and mine" replied Mr Ci matter-of-factly, with no hint of arrogance nor defiance in his tone. "I fear neither you nor what you can do to me."

"Then you might want to think about it again" said Weaver. "We are Fearstorm! Nothing can stop us. We've defeated you and every police force or underworld rival who were unlucky enough to get in our way!"

"The supreme excellence is not to win a hundred victories in a hundred battles. The supreme excellence is to subdue the armies of your enemies without even having to fight them, as said Lao-Tzu."

"Again with the quotes", said Risk-Runner, apparently bored. "Ya know, guys, this just isn't going fast enough for me."

"Nothing ever goes fast enough for you" replied Multi-Shot. "In case you forgot, without the Gemskull, we don't get paid, and that's half the reason I'm here."

This time Mr Ci seemed at least curious. "What would the other half be?"

"Why," said Dr Fright, "Proving our might to the world! After our task here is done, all will recognize Fearstorm for the force that it is!"

"The superior man is distressed by the limitations of his ability; he is not distressed by the fact that men do not recognize the ability that he has, as said Confucius."

"I've had enough with your irrelevant chatter!" said Zap. "Now listen closely, old man: You may not fear for your own life, but let me assure you, we can do _quite_ a lot of damage to this community. See what we've done overnight? Imagine ten times worse, every day, for months, until nothing remains! Unless you cooperate, all will fall before Fearstorm!"

"They that can give up essential liberty to obtain a little temporary safety deserve neither liberty nor safety, as said Benjamin Franklin."

The five villains remained silent for a moment. It was Dr Fright who broke the silence first: "Oh, we don't have the time for this – the Care Bears will find this hideout sooner or later. Multi-Shot, Risk-Runner, you two stay here and watch over the prisoner, while the rest of us search that dojo of his for the Gemskull. We'll come back if we can't find it quickly enough."

Zap was fuming. As usual, he had confronted Dr Fright on the matter of authority. Were it not for that blasted vampire, it would be him, Zap, who would be running the show. The others feared his electric weapons even more than Multi-Shot's guns, if only because Multi-Shot was cold and professional, while Zap was temperamental and aggressive. But then there was Risk-Runner. Crazy loon...No matter how close Zap had come at times to frying him dead, he still treated him as a joke. How was he supposed to frighten someone like that?

...Well, obviously, Fright had found a way. His knack for finding people's phobias worked even against Risk-Runner, making him the only person who could exert authority on that lunatic. No matter what Zap did, no matter how superior he was, Fright always held that one advantage – and was, thus, in better control of Fearstorm than Zap.

Perhaps it was time to modify his methods. While the rest of them were often swinging from some job to another, searching for something to keep them afloat another month, Multi-Shot seemed to always have some lucrative hit he was working on. Without a doubt, the mercenary was the most professionally successful of them. Perhaps Zap ought to take a page from him. For that matter, perhaps he ought to look into upgrading his lightning gun. He was _almost_ positive Multi-Shot had received his armor from Control; perhaps he could negotiate something of his own...

Zap's musing was interrupted as his phone vibrated. Few people had his number; he answered.

"Yes?"

"Zap, I presume."

"Who's that?"

"Your newest client."

"As interesting as that sounds, I'm afraid that'll have to wait a little. This is not a good time."

"On the contrary. This has to do with your current operation. I suggest you discuss with me from a spot where your colleagues cannot hear you."

Pretexting to search the garden, Zap went outside, leaving Fright and Weaver inside Ci's house. He was thankful it was already dark outside; he didn't need people seeing them.

"All right, this should be safe. Now, who _are_ you? Your voice sounds familiar."

"It ought to. I made the news not that long ago, when I hijacked every TV station you could name."

Zap's insides felt like they were forming knots. "You – you're..."

"Checkmate Warren, evil mastermind. You are Zap, master of electricity."

"How – how did you get this number?"

"I keep tabs on everyone noteworthy. Fearstorm qualified, if only barely."

"Was that a compliment or an insult?"

"Take it as you will. I am not calling you at this hour to exchange pleasantries, Zap. I need you to do something, and I need it _now_."

"I am in the middle of a job..."

"Which involves, among other things, the elimination of the Care Bear Family."

"How can you know all this stuff!"

"Oh, that part was easy. The Care Bears themselves told me what happened."

"..."

"Don't sound too surprised. I have been in their confidence ever since the C-bomb incident. They are rather quick to trust, you know."

"Well, if you're calling to ask me to spare them, you're wasting your time. Their elimination is my ticket to the big league."

"Who said anything about sparing them? I just need you to give them some additional time."

"Word is that you and the Bears are working together nowadays. Are you denying that?"

"Zap, _think_ for a moment. Can you imagine Checkmate Warren, greatest criminal genius in all of History, becoming an ally of _the Care Bear Family_?"

"I...No. But you did work with them that one time..."

"To undo the damage caused by the C-bomb. That was in my interest; not much point in ruling over a destroyed world."

"But you've been going legit ever since..."

"I had lost most of my resources. Now, thanks to my partial cooperation, some of the authorities are dropping their guard. This leaves the matter of the Care Bears; for now they trust me, but were I to be caught in a new nefarious scheme, that would change. Furthermore, they are at least partially to blame for the failure of my great master-plan, and I am a man who holds grudges."

"Are you trying to tell me you want the Care Bears dead?"

"I most certainly do not want to be _seen_ killing them. However, your current operation presents me with an excellent opportunity: Fearstorm actually _wants_ the credit for killing the Care Bears. If I handle them, and you take the credit, then I can go on with my plans with the satisfaction of having taken care personally of my former foes, and Fearstorm makes it into the big league. A perfect match, no?"

"So what do you want me to do?"

"Delay their deaths. I assume Dr Fright is planning some kind of deathtrap. Sabotage it and let the Care Bears win; I'll handle them myself, but I'll never tell anyone it was I who killed them."

"So everybody assumes it's our doing. Clever, but why should I do it?"

"Three words: One. Million. Dollars."

"...All right. But you _will_ destroy them, right?"

"Rest assured, I can handle the Care Bears with little difficulty."

Notes: The Hmong are an ethnic group that originates from the mountainous regions of Southern China. Many families came to America from Laos after the Refugee Act of 1980.

Arkham Asylum, in case anyone didn't know, is where Batman's regular enemies are incarcerated. Presumably, the writers of the Batman comics were making a reference to Arkham, the location of some sinister events in H. P. Lovecraft's horror novels.


	13. Chapter 3: Into the Deathtrap

**CHAPTER 3: Into the Deathtrap**

"There you are" said Multi-Shot as Dr Fright and the others returned to the abandoned church where Fearstorm was holding Ci hostage. "Is it too much to hope for that you found our query?"

"No such luck" replied Zap. "The old fool hid it well. And anyway, we don't know for sure he hid it in his house. It could be anywhere."

"No worries, I'll make our esteemed guest talk yet" said Fright. "Brave as he may be, I am bound to eventually find his weak spot."

"I certainly hope you're right," said Weaver, "because I don't want to report to Control that we couldn't finish a job he gave he us! Say, any of you got any idea why he wants that jewel anyway?"

"I imagine it is not because of its price" said Fright. "But who knows why Control does anything he does anyway?"

"True 'dat" said Risk-Runner. "Guy always gets what he wants, but ya don't always know _what_ he wants. Go figure."

"Whatever" said Zap. "Completing Control's task isn't the only thing we have to worry about...It cannot be much longer before the Care Bears find this place."

"Too true" said Fright. "Thankfully, the deathtrap that will spell their doom will soon be complete; our victory is at hand!"

"Mine certainly is, you insufferable blood-sucker" Zap whispered to himself.

While Fearstorm was preparing for battle, the Care Bear Family was attempting to find the battlefield.

"We have over twenty cloudmobiles and rainbow rollers combing the area", Tender Heart said over his communicator to Brave Heart; "it's not that big; we're bound to find them sooner or later. Don't worry about that part, Brave Heart; after all, they _want_ to be found."

"You're right, but I'm worried about Mr Ci. We went to his house, and there was blood on the tatami. Scorch marks, too. Bright Heart thinks the scorch marks were from Zap's lightning, but the stains...He thinks these were bullet wounds. We don't even know for sure if Mr Ci is still alive."

"We'll just have to hope for the best...Also, we should think of an attack plan. Now that Warren's explained who Fearstorm is, we can plan something."

"Do we really trust him?"

"Don't you?"

Brave Heart was lost in thought for a moment. "He said he was sorry for what he did, and he certainly didn't seem like he was lying to me..."

"On the other hand," admitted Tender Heart, "if he _was_ trying to fool us, we'd probably have no way of knowing. He's too smart for that."

"Then what? Do _you_ trust him?"

This time it was Tender Heart who remained silent for a short while. "I guess so. Pretending to have had a change of heart just doesn't seem like him. Even so...I guess we can't tell for sure if he's on our side, or manipulating us. I think we might just as well assume he _is_ on our side. I mean...I'd rather trust someone too much than not trust someone who's really trying to help."

"You're right" said Brave Heart. "We have to give anyone a chance..."

The search resumed, as the champions of caring searched throughout the zone. Their search came to an end as Bedtime examined an abandoned church.

"Tender Heart, this is Bedtime speaking. I think I've just found them!"

"Good work, Bedtime! Where are they?"

"It's a church...I didn't go inside, but I could see from one of the windows...There's an old Chinese man tied to a chair in the middle of the church."

"Does he look all right?"

"Now that you mention it, he didn't seem that well..."

"As long as there's life, there's hope. Bedtime, use your tummy symbol to create a beacon high in the air, so that we can find you."

"All right. Let's roll!"

As Tender Heart headed toward the new crescent-shaped beacon, he marveled again at how much more energetic Bedtime was at night than during the day...

Only a few minutes later, all the Care Bears and Cousins who had shown up for the mission were present and accounted for, regrouping in front of the church's entrance.

"All right everyone," Tender Heart said, "we have to decide quickly how we do this. There are five villains inside; the only one we've fought before is Dr Fright. We know he's good with traps, so there will probably be a lot of these in there."

"Don't forget the fear" said Brave Heart. "Dr Fright loves using fear."

"Right. So we'll need not to panic, no matter what happens."

"I'm worried about the four others" said Bright Heart. "Weaver has poison darts, Multi-Shot and Risk-Runner have guns, Zap has electrical weapons...Any of them could hurt us very quickly, even lethally."

"So we'll have to make sure none of them can shoot first" replied Tender Heart. "I say we make two groups of five scouts, who will slowly walk up, one group on the right, the other on the left, and try to find any hidden villain. The rest of us will walk 30 feet behind them, ready to use the Stare if anyone from Fearstorm pops up."

"Sounds like a plan to me!" said Brave Heart. "I'll lead the scouts on the right!"

"And I'll lead the ones on the left" said Tender Heart. "Cheer, can you lead the rest?"

"Sure thing!"

"All right. Does anyone have anything else to say?"

"Only this" said Proud Heart: "Good luck, everyone."

"Then let's get inside!"

As the defenders of feelings knowingly rushed into the deathtrap, they failed to notice a familiar figure observing from behind a nearby house's corner: Checkmate Warren.

"Hm. Hardly a professional strategy, but their experience does show. They may not survive this fight, though I've arranged them some pretty good odds...Of course, once I truly step in, I will be in complete control of events...For now, however, Fearstorm and the Care Bears are on their own."

As the Care Bears entered the church, a worrying sight unfurled before their eyes: All the benches had been amassed toward the church's other end, forming a barricade of sort; they couldn't see what was on the barricade's other side, but right in front of it was Mr Ci, bound to a chair, a gag on his mouth, wounds on his legs...and a noose around his neck, the rope going between the wall of benches and behind the improvised barricade.

"Oh my stars" said Cheer. "They might kill him if they pull on that rope!"

"So we can't just use the Stare on the barricade and be done with it" said Bright Heart. "But what is that smell of gasoline...?"

His question was answered as the first trap sprung into action: A bottle of gasoline placed near the church's entrance spilled its content on the ground, and some unseen mechanism set fire to the liquid. In an instant, the entrance was blocked by a wall of flames.

"I guess that means we can't retreat", said Tender Heart, as he led his group of scouts onward. While they wondered why most of the floor was wet with water, behind the barricade, Fearstorm was preparing the next move.

"I will add a dash of fear to the recipe," Dr Fright cackled as he sat in front of an organ. "The second trap will allow Zap to electroshock the entire family at once; when it does, Weaver, your contraption must allow Multi-Shot and Runner to fill our foes with lead!"

"Count on it", replied Weaver, securing the harnesses on the backs of the two others.

Dr Fright began playing the organ. An ominous, ill-boding music suddenly filled the church.

"Don't pay attention to it" Brave Heart told his group of scouts. "They're only trying to scare you..."

In the main group behind, Bright Heart suddenly shouted: "The water! Look out for the water!"

"What do you mean?" asked Brave Heart, looking worriedly at the wet floor they were all standing on.

"Water is conductive to electricity!" shouted the raccoon. "Zap uses electrical weapons! He could shock us all simultaneously!"

"Exactly!" Dr Fright told himself behind the barricades. Now he only needed for Zap to launch his attack...Any minute now...Come on...

"What's taking him so long!" the vampire was getting worried.

"I don't see him coming out of his position" replied Weaver. "We can't wait any longer. They're almost here!"

"Blast it!" said Multi-Shot. "Well, send us!"

"On it!" replied Weaver, activating the mechanism. Immediately, the harnesses climbed at great speed on metallic cables, which carried them across the wall, then the ceiling...but leaving Multi-Shot and Risk-Runner behind. The idea had been for the mechanism to carry them across the ceiling too fast for the Care Bears to have the time to aim their Stare at them, allowing the two gunslingers to shoot their enemies while they were still under the effects of the electroshock. However, in addition to there being _no_ electroshock, the harnesses had failed, going across the ceiling without carrying the two Fearstorm members.

"What...what happened?" asked Dr Fright, so stunned he failed to even notice he had stopped playing the organ.

"That's never happened before!" said Weaver, shocked. "I...How...Sabotage!"

"Zap" said Multi-Shot calmly. "we're going to need a different tactic."

"I can handle that" replied Risk-Runner, still unfazed by the events. Before the others could ask him questions, he climbed on the motorbike he had brought inside the church, and sped through the tight space between the barricade and the wall. The Care Bears were too surprised to react as, without even coming down from his bike, he grabbed Tender Heart, then drove back behind the barricade. He threw Tender Heart to the ground; the Care Bear got up and stared at his assailant.

"Howdy. Risk-Runner is my name, crazy shooting is my game" said the criminal, as he pulled a gun and aimed in the Care Bear's direction. "Let's see them rush to your rescue and into range now!" And with those words said, he began shooting.

As far as Care Bears went, Tender Heart was relatively nimble and athletic. True Heart said he was a real little daredevil as a cub. Even so, dodging bullets was not within his ability...He knew his only chance was to move fast and erratically, too much so for Risk-Runner to aim correctly. He took a quick step to the left. A bullet passed right next to his stomach. He took a step to the right. A bullet hit the wall only two inches to the left of his head.

On the other side of the barricades, it was Cheer's turn to do some fast-thinking. "Swift Heart, remove the noose! Everybody, prepare to Stare!" While the main group followed her command, the scouts under Brave Heart as well as Tender Heart's group rushed toward the barricade.

Tender Heart crouched as fast as he could. This time, he could actually feel the bullet touch the fur on the top of his head. Turning to his left, he did a quick somersault, hearing the sound of a fourth shot.

Moving almost too fast for the naked eye, Swift Heart reached Mr Ci, removing the noose from the old man's neck. Over a dozen tummy symbols were glowing.

Tender Heart threw himself to the ground. A fifth bullet passed right above him.

"Um, I'm not sure..." Multi-Shot began expressing doubts concerning Risk-Runner's strategy when the combined Stares hit the barricade at full force. As Risk-Runner turned his head sideways to see what was going on, his face only registered some surprise when the makeshift barrier collapsed on him. The rest of Fearstorm dodged the falling benches as well as they could.

Grumbling about his teammates' incompetence, the armored Multi-Shot managed to get out of the way without any serious troubles. Seeing Brave Heart's and Tender Heart's groups approach them (with the lion shouting his signature "Chaaarge!"), he raised his arms, ready to shoot them all down...but a Stare hit him from behind, causing him to lose his balance. Tender Heart. The mercenary quickly regained his balance, only to see a monkey – Playful Heart, he corrected himself – jumping at him with a...can of spray paint? Before he could react, Playful Heart had sprayed his visor, blinding him.

Tumbling out of harm's way, Weaver was getting worried. It looked like all their heavy hitters were being taken out of commission. She considered escaping through one of the windows...A bit high, but she was positive her acrobatic skills could get her there. She doubted, however, that she could do it fast enough to avoid the Stare. Perhaps it would be better to stay and fight. Reaching for her belt, she pulled out a poison dart, and threw it toward the monkey...only to have Brave Heart use his Stare on the dart at the last second. The projectile fell on the ground. Brave Heart looked past Weaver and, seeing Dr Fright attempting to make his getaway, began running after him and shouted an order at his elephant companion: "Lotsa Heart, don't let her do anything else!"

"Right!" came Lotsa Heart's reply, as he charged at Weaver. She was already reaching for another dart when they collided. She had never imagined a Care bear Cousin could be that strong – he actually managed to cause her to fall, and her second dart rolled on the floor harmlessly.

Dr Fright couldn't believe how quickly things had gone sour. The plan seemed like it couldn't go wrong! What had happened? Did Zap really betray them? Not that he would put it past that arrogant human, but what for? Now, not only was Zap nowhere to be seen, but Risk-Runner was buried beneath a mountain of wooden benches, Multi-Shot was blinded, and the Care Bears were all here. Better run. He heard a "thump" as Lotsa Heart collided with Weaver, and kept running. There was no way he was letting himself be caught by the Care Bears, or anyone for that matter!

Suddenly, he felt a sharp tug from behind – Brave Heart had managed to catch his cape. Using both his paws and jaws, the lion was pulling as hard as he could. Dr Fright, still carried by his inertia, lost all balance as his upper body remained it place while his legs went forward. The vampire fell on his behind, and felt as Brave Heart pulled him even further back. Turning around, Dr Fright hoped to get up, but froze when he found himself face to face with the angry lion.

"This time, you've really done it, Fright!" Brave Heart seemed nothing short of furious. "You hurt all those people, you kidnapped Sarah, you did this to Mr Ci...You've gone too far, and we're going to make sure it's for the last time!"

"It wasn't me!" Dr Fright was panicking. "It was all of Fearstorm! You can't just accuse me...I mean, I only did a few small parts...I mean..."

While Dr Fright was desperately mumbling, Multi-Shot was removing his helmet. Stupid Zap. Stupid Fright. Stupid assignment. He should have just located the Gemskull and run with it. Now, getting out of this mess would...

His thoughts didn't get much further than that. When he finally managed to remove the helmet, he saw numerous tummy symbols aimed in his way. Fast as he was, even he couldn't do anything as Tender Heart gave the order:

"Care Bears, Stare!"

While the rest of Fearstorm was losing the battle, Zap was running away from the church. Sabotaging the harnesses had been simple enough...And since he had a crucial role in the battle plan Fearstorm had drawn up, he imagined victory would probably go to the Care Bear Family. That is, until Checkmate Warren got involved.

Zap still had trouble believing the mastermind to end all masterminds had actually hired him. Checkmate Warren was the only villain in a bigger league than No Heart or Cold Heart...with the possible exception of Control. Well, a million dollar never hurt, and Fearstorm was still going to get the credit for defeating the Care Bears. Really, a flawless victory, if only he could find the Gemskull and give it to Control. He'd find a way...

"Zap. There you are."

The self-proclaimed master of electricity turned around. It was Checkmate Warren.

"I trust you've completed your part of the bargain."

"Of...Of course. They can't win this fight without me."

"Excellent. The Care Bears can handle themselves, and I trust they can defeat a quartet of minor villains under such conditions."

"I wouldn't exactly call us _minor_ villains" protested Zap, his pride ruffled. "We are not just anybody, I'll remind you."

"I know what your group is capable of. I am unimpressed."

Zap prepared an angry protest, but held himself. This wasn't Dr Fright or Risk-Runner – this was Checkmate Warren. Getting into an argument with him might not be the wisest move.

"Never mind that. You have the money?"

"Yes."

"Well, I'd like to see it."

"Not until it's over."

"Well, if you want to kill them, the fight's inside the church."

"Oh, I'm afraid you are mistaken. I did not come here to end the lives of the Care Bear Family."

"But you said..."

"I said I would _handle them_. You interpreted that as I knew you would."

Zap was suddenly feeling very, very worried. Quickly, he raised his arm, aiming his electrical weapon at the mastermind. "What's going on, exactly? What are you trying to do?"

"You are not a _complete_ imbecile, Zap, so why don't you at least attempt to answer that question?"

"I...I don't know...You said..."

"I said things that were both correct and misleading. I believe the term is half-truths."

"But...What for?"

"To protect the Care Bear Family while taking a few chaotic elements out of the equation. Fearstorm is now dead."

Zap was sweating heavily now. This...this wasn't how he had planned things at all! As the mastermind took assured steps in his direction, he took his aim, preparing to fry the super-genius where he stood – when suddenly, something exploded to his right. He looked to his side, but couldn't see anything except a little smoke – too late, he realized it was just one of those toy bombs children used; Checkmate Warren must have placed it there as a distraction of sort before their conversation had even begun. He stared forward again – but this time, Warren was too close, and put his hand on his arm, lowering it. Panicking, Zap shot the highest voltage he could muster at the mastermind. Normally, he would never have zapped someone who was touching him – even if the machinery on his arms was an isolator, he would still receive a dangerous fraction of the current himself. Right now, however, he was too panicked for such considerations.

The electric lightning hit Checkmate Warren directly in the torso. Such a current would kill any human being, leaving nothing but charred flesh. But this time, the target seemed completely indifferent – as if the mastermind hadn't felt anything. For that matter, neither did Zap.

Without wasting another second, Warren tore the machine apart and away from Zap's arm. The Fearstormer stumbled a few steps back. This was impossible...Then he remembered, he kept a gun in his pocket in case his batteries were ever empty. He grabbed the firearm, and quickly aimed at the mastermind, only to have Warren slip his finger between the gun and its hammer. Zap pressed the trigger several time, but no bullet would go. With his other hand, Warren gave Zap a breath-stopping punch in the stomach, then an uppercut. Losing grip on his gun, Zap fell on the ground.

"How on Earth...That amperage should have killed you!"

"True, were it not for a little system of my creation...Threads of a highly conductive material sewn into my clothes, safely leading the electric current into the ground. The portable equivalent of a lightning rod. All you've managed is making a burn in my shirt."

"I can't believe it...How did you..."

"How did I beat you? Simple: I'm a top-notch mastermind, possessing the keenest intellect in the History of mankind, who has spent most of his life fighting. You're an average lab technician who stole a prototype weapon. Do the math, Zap."

"You...you betrayed me!"

"I promised you a million dollars, and I have them here, in cash. Of course, whether the police lets you keep it is another matter altogether. And don't complain about treason...Even putting aside the fact that technically I never lied to you, you have yourself done far worse over the last 24 hours. Not to mention the last decade. Now, it's all over. Checkmate, fool."

Dr Fright looked around. This wasn't good. Risk-Runner was out cold, pinned beneath the benches; Weaver and Multi-Shot had been taken out by the Stare; Brave Heart wasn't letting him out of his sight. Not. Good. At all.

Swift Heart removed Mr Ci's gag.

"Mr Ci, are you okay?"

"I'm alive enough, thank you very much. While I wouldn't mind a trip to the hospital for my legs, I imagine I'll make it."

While Swift Heart was impressed with Ci's calm response to bullet wounds, Tender Heart was more worried about what to do with Fearstorm.

"There's still one missing. Zap. Where is he?"

"I don't know", admitted Fright fearfully. "He was supposed to attack you earlier on, but I haven't seen him since the fight started...Even a bit before that, I guess."

"Well, until we find him, I suggest we call the police" said Bright Heart. "They can arrest these people, and we can look for Zap."

Others were about to agree when a completely unexpected event took place: Before their very eyes, Dr Fright rose in the air.

"Wha...Stop him!" shouted Brave Heart...Though, judging from the look on the vampire's face, he was just as surprised as they were. Before anyone could do anything, some thick smoke filled the church, seemingly coming from nowhere. It wasn't too hard for the Care Bears, using their Stare, to clear the smoke – but by the time they did, Dr Fright had disappeared.

"All right," said Brave Heart, "this may be a stupid question, but I've gotta ask: What on Earth just happened here?"

A short while later, the members of Fearstorm (minus Dr Fright, naturally) were being taken away by the cautious police, while Mr Ci was being loaded into an ambulance.

"Thank you for coming so quickly, officer" said Tender Heart, "but who is that?"

"You don't know? That's Zap!"

"What? What happened to him?"

"From the looks of it, someone broke his legs, gave him the beating of his life, and handcuffed him to a suitcase full of cash. He also taped this letter to his back; it's addressed to you."

Intrigued, Tender Heart opened the envelope and read the letter to the rest of the family:

"_Dear Care Bear Family,_

_By the time you read this, I'll need to be on my way due to other commitments, so I'm afraid we'll have to chat another time. You have, understandably, refused to take my advice concerning the strategies to adopt vis-à-vis Fearstorm. A pity, as my strategies would have allowed you a clean and easy victory...But, I understand. Nevertheless, I preferred ensuring you had somewhat...better odds in this fight. While Fearstorm may not be the cream of villainy, they are deadly, and were well-prepared. I reduced the threat by paying Zap a hefty sum of money to sabotage the deathtrap. I have paid him...In cash and in blows. By my estimations, that ought to leave you approximately 95 odds of surviving without a single casualty. I'd have preferred better odds, but your wishes were clear on the matter._

_Best Regards,_

_Checkmate Warren, Ruthless Mastermind."_

"That Warren...What a guy" said Good Luck, amused. "I guess we'll have to thank him next time we meet."

"Yes, but I think he was a bit too rough on Zap" admitted Tender Heart. "He could have arrested him without beating him up like this..."

"Of course, Warren's never been known for moderation" said Bright Heart.

Cheer, in the meanwhile, was having a quick discussion with Mr Ci and the paramedics before they took him to the hospital.

"Is he going to be all right?"

"I'm not a doctor, but it looks like it."

"Thank you for your concern", said Mr Ci, "but I must ask: What about everyone else? What about the criminals?"

"Sarah is fine" replied Cheer. "As for Fearstorm, we caught all of them except for Fright."

"Then it shouldn't be too much of a problem. He struck as little more than a coward who strives to control other people's fear because he cannot master his own."

"You're right. Well, we'll be sure to visit!"

"Why thank you. Farewell, friends."

Dr Fright was following a mysterious stranger around, still trying to make sense of the situation. "Look, I'm grateful for pulling me out of that mess – not that I couldn't have done it myself, of course – but who _are_ you?"

"You will see that soon enough, my vampiric friend. In the meanwhile, I suggest you wear these clothes."

"...I don't think a hobo would wear that."

"Well, at the moment, running around this neighborhood in your habitual costume might not be a very goo idea now, would it?"

"Point. Speaking of which, what was it with those magic spells you used back there? Moving me around like that? The smoke? That must have taken a week to prepare!"

"Actually, I did it all on the spot, with instantaneous power."

"Right. No-one is that powerful, except for No Heart of course."

"You'd be surprised. Ah, it appears that we've reached our destination."

"The hospital? What for?"

"Some patience, and you will see."

Still disguised as a bum (he was hoping the shadows from the hoodie would conceal his green face), Dr Fright followed the stranger as they navigated through the hospital. They were accosted by a nurse one time, but she simply addressed the stranger as "Dr Stanson".

"You're a doctor here?" asked Fright after they had left the nurse.

"Not at all. I simply know that Dr Stanson has taken the day off, and as such, I felt I could safely borrow his face."

"Borrow his...You're using a shape-shifting spell?"

"Correct. Ah, here's the room."

Inside the room, Sarah was talking with her wounded but recovering uncle:

"I can't believe it" she laughed, "you actually finished that with a Benjamin Franklin quote?"

"It seemed appropriate enough. Of course, all my talking wasn't enough to defeat them, but thankfully I received some highly-competent help."

"Yeah, thank God for the Care Bears. Say, I know the doctors said you'll walk again, but won't that still be a problem for your kung-fu lessons?"

"Maye it will, maybe it won't. If it doesn't, then so much the better; if it does, then I do believe I have attained a respectable age for retirement."

"That's my uncle: The Amazing Unfazeable Man."

"Oh, how imprudent of me. Should I wear a cape?"

"Charming conversation", said the stranger as he and Fright entered the room, "but I'm afraid I must interrupt it."

"Who are you?" asked Sarah.

"My exact identity is unimportant. What _is_ important is what I want. Namely, the Gemskull."

"How do you know about the Gemskull?" said Sarah, surprised, before coming to a realization: "You're with Fearstorm!"

"Not quite, though my companion is. I merely hired them to retrieve this little bit of family heirloom."

"You little piece of...You're responsible for all of this!" said Sarah, taking a combat posture.

"Actually, I only wanted the Gemsull. Unfortunately, Fearstorm got greedy, and messed up the assignment I gave them, mixing it with a wholly independent plot" the stranger gave Dr Fright an angry glare. Dr Fright gulped. This man – _this man_ was the dreaded Control, kaiser of the underworld? The mysterious voice Fearstorm had so often worked for?

"Whatever, jerk." Sarah was nothing short of furious. "You're going to jail for this."

"I seriously doubt it. As your uncle may tell you, I am not within your league."

Sarah turned toward her uncle. Mr Ci didn't seem impressed so far. "Pardon me, my good man, but I do not recall ever having met you before."

"Oh, you have, but I was using a different face at the time. Which was it...Ah, yes."

In front of Sarah's and her uncle's amazed eyes, the shape of the stranger's face began to change, until it took a wholly different form.

"There it is. Has that refreshed your memory, Mr Ci?"

For as long as Sarah could remember, her uncle had always been a calm, courageous man. She didn't recall _ever_ seeing him this pale, breathing this heavily, or sweating this profusely.

"I see that you _do_ remember me, old friend. Well, I have but one question to ask you. Let me assure you, not answering it correctly will have far more horrible consequences that the alternative, no matter what you do. Even if you were to give me a false answer and kill yourself before I came back, I'd still make sure it wasn't worth it. The question is: Where is the Gemskull?"

Mr Ci seemed to hesitate for a moment...But in the end, decided the threat was, indeed, accurate: "In the cellar...We have spare gas bottles for the kitchen. One of them has a small mark. It's a fake; the Gemskull is hidden inside."

"A clever hiding place. I am not surprised. Farewell, Mr Ci."

As the stranger and Dr Fright left, the astonished Sarah spoke to her uncle:

"That...That was the real place! You told him where it was! Uncle, you always said never to let it fall into the wrong hands, no matter what!"

"So I did."

"Then...why?"

Suddenly looking very tired, Mr Ci gazed into his niece's eyes. "Sarah...I do not fear death nor pain. I fight for what I believe. I can honestly say that there are very few things in the world worth being afraid of. That man...or whatever he really is...has managed to become one such thing."

As they got out of the kung-fu school, Fright watched the gem-encrusted skull sculpture.

"So...This is what you wanted us to find?"

"Correct. Of course, you went ahead and ruined it, forcing me to step in."

Dr Fright gulped uncomfortably, when a limousine stopped in front of them.

"Ah, there it is. Get inside, Dr Fright."

The vampire complied. The stranger sat right next to him.

"So...You're Control."

"Quite the amazing deduction, Fright."

"If Mr Ci is so scared of you...Why didn't you just go to him in the first place?"

"The less I act directly, the better. I need for there to be as little information on me as possible."

"But why was he so scared of you?"

"What did I just tell about information? Suffice to say, he has had the occasion of seeing how badly I can twist a soul when I want to."

"Fine. Well, what _can_ you tell me?"

"You mean, what can I tell you and afford not to kill you afterward? Well, for starters, Fearstorm is History. Your silly little scheme has backfired, and the rest of your mob is under lock and key. I only bothered saving you, Dr Fright, because your skills may yet be useful to me."

"You mean, my talents when it comes to fear." said Dr Fright smugly.

"That, and your knowledge of Avalon."

Dr Fright stopped smiling. "You know about Avalon? Oh, right – anyone who's made serious research into magic would know a bit about it."

"In my case, no research was necessary. But to help you understand, Dr Fright...I am going to allow to see my true face."

Dr Fright looked on as Control's face shifted again. This time, it also changed its color, turning green.

"You're...You're from Avalon yourself!"

"And...?"

The vampire looked more intensely. Suddenly, a chilling realization dawned upon him:

"By all the gods...You're Quenos! No Heart's brother!"

"Call me Control."

"Y-yes sir...your honor..."

"As I said, you work for me exclusively from now on."

"Yes sir Control. But what about the Gemskull?"

"Ah, that. Well, you see, I have tracked an ancient legend concerning this little artifact...It tells of an evil Chinese sorcerer who, in order to achieve immortality, locked his soul in the Gemskull."

"You mean...Like our Spirit Book?"

"Precisely. As you may imagine, I couldn't let such power go untapped – you've seen what the Spirit Book is capable off. The artifact was under the Ci family's care – they were not to let the sorcerer come free. They probably doubted the legend's authenticity, but wouldn't take any chances..."

Control then made a few gestures, casting his spells. A moment later, he spoke again:

"Well, it would appear that it was only a legend after all."

"What do you mean?"

"There isn't a trace of magic on this thing. It is only a piece of jewelry."

"What! You mean we lost everything for nothing?"

"You lost everything because you bit off more than you could chew. Had you stayed focused on the task given to you, Fearstorm would still exist. You can only blame your own stupidity."

"I can't believe this", Fright slumped in his seat. "Now what?"

"Now, you will help me find more elements for my own plans to progress..."

Back in the Forest of Feelings, one of the Care Bear Cousins who had taken part in the battle with Fearstorm was finished explaining it to one of those who had missed it.

"That's quite a tale" said Noble Heart. "I'm proud of how quickly you all solved the crisis."

"Thank you," said Brave Heart, "but it's not completely over...Dr Fright is still at large."

"Be careful, Brave Heart. You don't want to start developing personal grudges against our enemies."

"Sigh...You're right. But I'm also worried about Checkmate Warren..."

"You think he's up to no good?"

"Well, anyone can tell he's up to _something_. I don't think he means to do anything wrong, but..."

"...but he didn't really mean to do anything wrong when he made the C-bomb, either."

"...Yeah. I mean, I hope he's learned his lesson and all, but I'm a bit uneasy after the beating he gave Zap."

"He _was_ a villain..."

"Yeah, but still! He didn't need to hurt him so much. I think Warren can be trusted, but if I'm wrong...I really don't want to have to fight him again."

"Me neither" Noble Heart shuddered at the thought, remembering how helpless they had all felt against Checkmate Warren. "But maybe what we need to worry about isn't fighting Checkmate Warren, but _helping_ him instead. After all, we know he's not a really bad person..."

NOTES: Well, there it is – the complete, all-original Fearstorm interlude. I hope people enjoyed this addition to the Extended Edition! Next up, the second season: Power Plays.

I have created a forum for anyone who wants to talk about the series (or ask any question). It can be accessed from my profile.

Thanks for reading!


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